Common use of Granting of Easements Clause in Contracts

Granting of Easements. If no "Default" or "Event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any time or times and at the request of the Company, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without consideration, and the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to confirm and grant or convey any such easement, license, right-of-way or other grant or privilege upon receipt of: (1) a copy of the instrument of grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If (a) Provided no "Default" or "Event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" Default has occurred under the Lease Agreementand is continuing, the Guaranty or this Mortgage, the Mortgagor may at any Lessor will join with Lessee from time or times and to time at the request of Lessee (and at Lessee’s sole cost and expense) to (i) subject to the Companyterms of Article XIV, (x) sell, assign, convey or otherwise transfer an interest in the Property to any Person legally empowered to take such interest under the power of eminent domain and (y) dedicate or transfer unimproved portions of the Property for road, highway or other public purposes, (ii) grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release existing easements and appurtenances which benefit the Trustee Property, (iv) execute petitions to have the Property annexed to any municipal corporation or utility district, (v) execute amendments to any covenants and restrictions affecting the Property and (vi) execute and deliver any instrument, in form and substance reasonably acceptable to Lessor, necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 25.11 to any Person; provided that Lessor shall have received a certificate of an authorized officer of Lessee stating that such grant or release, or such dedication, transfer or amendment, as the case may be, set forth in clause (i) through (vi) does not impair (other than to an immaterial extent) the usefulness of the Property for the purposes for which the Property is then generally being used and does not impair (other than to an immaterial extent) the fair market value of the Property. Any dispute under this Section 25.11 shall be resolved by the Arbitration Procedure. (b) Without limiting the generality of Section 25.11(a), Lessor (at Lessee’s expense) agrees to execute and deliver at Lessee’s request and to allow Lessee to record in the applicable land records, such purchase agreements, instruments, resolutions and other documents as Lessee or cause Lessor may reasonably request to effect (i) the conveyance to LIPA of an easement interest in respect of the Current LIPA Area, (ii) any conveyance by LIPA to Lessor of a fee or other interest in respect of the Former LIPA Area, (iii) any conveyance of a fee, easement and/or rights in respect of the Pump Station Area, including rights to maintain, repair and replace underground pipes, conduits and the like on the Property outside of the Pump Station Area running between the Pump Station Area and the outer boundaries of the Land, which pipes, conduits and the like would service the Property and/or other properties, and including necessary or appropriate rights of access and egress in connection with the foregoing, and/or (iv) the implementation of the road abandonment plan shown depicted in Exhibit E hereto, and Lessor hereby agrees that it will execute and deliver such agreements, instruments and other documents, including resolutions or other evidence of authority, as may be executed and delivered any instrument necessary or appropriate to confirm effectuate the conveyances contemplated in this Section 25.11(b) if the conditions contained in Section 25.11(c) are met. In furtherance of the foregoing, the term “Property” as used herein shall be subject to modification to include any right, title and grant interest acquired by Lessor in respect of the Former LIPA Area, and exclude any right, title and interest conveyed by Lessor in respect of the Current LIPA Area and/or the Pump Station Area or convey surrounding areas as described in the immediately preceding sentence, and the parties will execute and record a confirmatory amendment of this Lease, to reflect any such easementinclusion and/or exclusion. (c) Provided no Event of Default has occurred and is continuing hereunder, licenseeach Mortgagee shall consent to, right-of-way and shall execute and deliver such agreements, instruments and other documents as Lessee may request and as shall be reasonably necessary or appropriate to effectuate, the conveyances and other grant or privilege upon receipt of: (1) a copy of the instrument of grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor stating actions set forth in clauses (i) through (iv) of Section 25.11(b), including a instrument releasing or subordinating, respectively, its Mortgage to any fee estate or easement granted in the manner contemplated in Section 25.11(b)(i) and/or Section 25.11(b)(iii), provided that: (i) With respect to any conveyance described in Section 25.11(b)(ii), to the extent that any consideration is required to be paid or given by Lessor to LIPA in consideration for such grant conveyance (in addition to the conveyance described in Section 25.11(b)(i)) and/or obligations (other than ministerial obligations such the execution and delivery of documents) to be performed or reconveyance will not impair liabilities to be assumed by Lessor in connection therewith, then, as a condition to Mortgagee’s consent (and Lessor’s execution and delivery of the effective use or value or interfere instruments contemplated in Section 25.11 in connection with the operation conveyance described in Section 25.11(b)(ii)), Lessee shall (as applicable) pay such consideration and/or agree with Lessor to perform such obligations and/or indemnify Lessor against such liabilities in accordance with and subject to terms and conditions set forth in Section 20.1; (ii) With respect to any conveyance described in Section 25.11(b)(ii), (i) Lessee shall duly execute deliver and record a subordination, non-disturbance and attornment agreement substantially similar to the Mortgagee Nondisturbance Agreement attached as Exhibit D to this Lease modified to reflect the new description of the Mortgaged Property (which Mortgagee shall execute in counterpart and deliver to Lessee), and (ii) that such grant or reconveyance is not detrimental Lessee shall deliver a bargain and sale deed from LIPA the then-owner of the Former LIPA Area with a covenant against grantor’s act, subject only to the proper conduct Permitted Liens and such other matters as do not adversely affect the value or use of the business balance of the MortgagorProperty. (B) Lessee shall deliver to Lessor for its review the proposed purchase and sale agreement between Lessor and LIPA not less than ten (10) days before Lessor is requested to sign such agreement, and subsequent drafts as the same are prepared, which agreement (subject to the other provisions hereof) shall be reasonably acceptable to Lessor; (C) Lessee shall obtain for Lessor an owner’s title insurance policy on the then-current ALTA form from Chicago Title Insurance Company insuring Lessor that title to the Former LIPA Area is vested in Lessor free of any Liens (other than as described in (A) above, and insuring that no gores or strips separate the Former LIPA Area from the balance of Property, provided that the same can be purchased at reasonable cost (it being agreed that a premium for such policy and endorsement of up to $2,000 based on a purchase price for the Former LIPA Area of $350,000 is reasonable). (iii) With respect to any conveyance described in Section 25.11(b)(iii), (A) Lessee shall deliver to Lessor and Mortgagee reasonable evidence that the balance of the Property remaining after such conveyance (the “Remaining Parcel”) shall remain as one or more separate, legally subdivided parcels, comply with applicable zoning ordinances, parking requirements and other Applicable Laws and Restrictions and have available to it all utility services reasonably necessary or convenient to the use and operation thereof (taking into account services available to it from the Pump Station Area) (it being agreed, without limitation, that a PZR report shall be sufficient for these purposes); and that no portion of the Remaining Parcel shall for any purpose whatsoever be part of a tax lot with all or as part of any of the Pump Station Area being released; and (3B) Lessee shall deliver to Mortgagee an opinion ALTA form of Independent Counsel Partial Release of Mortgaged Premises Endorsement, provided that the same can be purchased at reasonable cost (it being agreed that a premium for such endorsement of up to $300 is reasonable). (iv) With respect to a conveyance described in Section 25.11(b)(ii) or 25.11(b)(iii), following each such conveyance Lessee shall deliver to Mortgagee a metes and bounds legal description and an updated survey of the Remaining Parcel meeting then current ALTA/ASCM standards showing the same detail as defined the survey delivered in connection with the Indentureclosing of the sale of the Property to the Lessor named herein; and (v) that such grant Lessee shall pay as Supplemental Rent to Lessor on demand all reasonable out-of-pocket costs and expenses of Lessor and Mortgagee (including reasonable attorneys’ fees and disbursements) in reviewing, executing, recording or reconveyance will not materially weakenobtaining any of the items described in this Section 25.11(b), diminish or impair the security afforded any other any materials or instruments pursuant to this Section 25.11(b), provided that any specific, more limiting provision of Section 25.11(b) above shall govern over the terms general provisions of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indentureclause (v).

Granting of Easements. If Provided that no "Default" or "Lease Event of Default" Default or any condition or event whichBankruptcy Default is continuing, Lessor will join with the giving of notice or the passage of Lessee from time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any to time or times and at the request of Lessee (and at Lessee's sole cost and expense) to (i) subject to the Companyterms of Article XIV, sell, assign, convey or otherwise transfer an interest in the Properties to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release existing easements and appurtenances which benefit the Properties, (iv) subject to the terms of Article XIV, dedicate or transfer unimproved portions of the Properties for road, highway or other public purposes, (v) execute petitions to have the Properties annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement, and the Trustee agrees to (vii) execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to make or confirm and grant such grants, releases or convey other actions described above in this Section 8.4 to any Person; provided that Lessor shall not be required to take any such easementaction, licenseand Lessee shall not effect any such action or grant, right-of-way release, dedication, transfer or other grant or privilege upon receipt of: (1) amendment, unless Lessor shall have received a copy certificate of the instrument of grant or reconveyance; (2) a written statement signed by an authorized officer of the Mortgagor Lessee stating (i) that such grant or reconveyance will release, or such dedication, transfer or amendment, as the case may be, shall not impair materially reduce below the effective use or Lease Balance the fair market value or interfere with the operation of the Mortgaged Property Properties and (ii) that the Properties shall comply with all Applicable Laws after such grant or reconveyance is not detrimental to release, or such dedication, transfer or amendment, as the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer case may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenturebe.

Granting of Easements. If no "Default" or "Event event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" default hereunder has occurred under the Lease Agreementand is continuing, the Guaranty or this MortgageLandlord will join with Tenant, the Mortgagor may at any from time or times and to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the CompanyLeased Property to (i) sell, grant assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Trustee agrees Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver or cause any instrument, in form and substance reasonably acceptable to be executed Landlord and delivered any instrument Landlord’s Lender, necessary or appropriate to make or confirm and such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or convey release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s interest in the Leased Property, (y) a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other grant right or privilege upon receipt of: (1) a copy has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or reconveyancerelease during the Term of this Lease. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender shall have a period of 30 days to review the instruments and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail to execute any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; (2) a written statement signed provided, however, that no instrument executed by an officer Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation relevant information, Landlord and Tenant shall make appropriate adjustment of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to limitation. In no event shall the proper conduct limitation on attorney’s fees of the business $5,625 be reduced as a result of the Mortgagor; and (3) an opinion of Independent Counsel (as defined any decrease in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.CPI. PID #_______________

Granting of Easements. If Provided that no "Default" or "Event of Default" Default shall have occurred and be continuing or any condition or event whichshall result therefrom, Beneficiary hereby consents in each instance to the following actions by Grantor, in the name and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the giving following purposes, but at Grantor's sole cost and expense: (i) the granting, entering into, amendment and modification, of notice or the passage of time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any time or times and at the request of the Company, grant easements, licenses, rights-of-way (including the dedication rights of public highways) way, building and other rights or privileges in the nature of easements with respect to any property or rights included in use restrictions and similar agreements affecting the Mortgaged Property, free from ; (ii) the lien and security interest afforded by release or under this Mortgage or the Mortgagor may reconvey termination of existing easements, licensesrights of way, rights-of-way building and other rights use restrictions and privileges without considerationsimilar agreements affecting the Mortgaged Property; (iii) the seeking of any zoning variances or modifications to existing zoning; (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain to the Trustee agrees Mortgaged Property (and the execution and delivery of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication or transfer of portions of the Mortgaged Property for road, highway or other public purposes; provided, however, that in each case the easement, building and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoing, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, execute and deliver or cause to be executed and delivered any instrument instruments necessary or appropriate to confirm and grant or convey any such easementgrant, licenserelease, right-of-way dedication, transfer, annexation or other grant or privilege upon receipt of: (1) a copy of the instrument of grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indentureamendment.

Granting of Easements. If Provided that no "Default" or "Lease Event of Default" Default or any condition or event whichBankruptcy Default is continuing, Lessor will join with the giving of notice or the passage of Lessee from time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any to time or times and at the request of Lessee (and at Lessee's sole cost and expense) to (i) subject to the Companyterms of Article XIV, sell, assign, convey or otherwise transfer an interest in either Property to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release existing easements and appurtenances which benefit either Property, (iv) subject to the terms of Article XIV, dedicate or transfer unimproved portions of either Property for road, highway or other public purposes, (v) execute petitions to have either Property annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement, and the Trustee agrees to (vii) execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to make or confirm and grant such grants, releases or convey other actions described above in this Section 8.4 to any Person; provided that Lessor shall not be required to take any such easementaction, licenseand Lessee shall not effect any such action or grant, right-of-way release, dedication, transfer or other grant or privilege upon receipt of: (1) amendment, unless Lessor shall have received a copy certificate of the instrument of grant or reconveyance; (2) a written statement signed by an authorized officer of the Mortgagor Lessee stating (i) that such grant or reconveyance will release, or such dedication, transfer or amendment, as the case may be, shall not impair adversely affect the effective use utility, economic useful life or residual value or interfere with the operation of the Mortgaged affected Property or reduce the fair market value of the Traville Facility or Manufacturing Facility below the Traville Lease Balance or Manufacturing Lease Balance, respectively, and (ii) that each Property shall comply with all Applicable Laws after such grant or reconveyance is not detrimental to release, or such dedication, transfer or amendment, as the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer case may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenturebe.

Granting of Easements. If So long as no "Default" or "Event of Default" or any condition or event whichDefault hereunder then exists, with the giving of notice or the passage of Lessor shall, from time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any to time or times and at the request of Lessee (and at Lessee's sole cost and expense): (a) grant, in the Companyordinary course of business, grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements; (b) release, in the ordinary course of business, existing easements and appurtenances that benefit the Trustee agrees Land; (c) dedicate or transfer unimproved portions of the Land for road, highway or other public purposes; (d) execute petitions to have the Land and Improvements annexed to any municipal corporation or utility district; (e) execute amendments to any covenants and restrictions affecting the Land and Improvements; and (f) execute and deliver or cause any instrument, in form and substance reasonably acceptable to be executed and delivered any instrument Lessor, necessary or appropriate to make or confirm and grant such grants or convey releases to any such easementperson, licensewith or without consideration, right-of-way or other grant or privilege upon receipt of: (1) a copy of the instrument of grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor stating but only if Lessor shall have received (i) a certificate from a vice president of Lessee stating that such grant or reconveyance will release is recommended in the ordinary course of Lessee's business, does not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of business on the business Premises and does not materially impair the usefulness of the MortgagorPremises or materially impair the value of the Premises; (ii) a duly authorized and binding undertaking by Lessee that it will remain obligated under this Lease to the same extent as if such grant, release, dedication, transfer, petition or amendment had not been made, and that Lessee will perform all obligations of Lessor under such instrument during the Lease Term; and (3iii) an opinion such consents and approvals as may be required of Independent Counsel or by the Mortgagee under the Mortgage or otherwise (as defined which consents and approvals Lessor shall use commercially reasonable efforts to obtain). If, after all required Mortgagee consents and approvals have been obtained, Lessor fails to respond to Lessee's request to join in executing any of the Indenture) that instruments referred to above in compliance with this Section 9.18 within 30 days after Lessee's request, then Lessor shall be deemed to have consented to such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgageinstrument, and will not violate the termsLessee is hereby granted a power of attorney, covenants or conditions which power of attorney is coupled with an interest and is irrevocable, to execute any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State such instrument on behalf of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the IndentureLessor.

Granting of Easements. If no "Default" or "Event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" has occurred Default under the this Lease Agreementshall have happened and be continuing, the Guaranty or this Mortgage, the Mortgagor Lessee may at any time or times and at times, with the request prior written consent of the Company, Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding (a) grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged PropertyProject, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey (b) release existing easements, licenses, rights-of-way and other rights or privileges, all with or without consideration and privileges without consideration, upon such terms and conditions as the Lessee shall determine. The City agrees that it will execute and deliver and will cause and direct the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to confirm and grant or convey release any such easement, license, right-of-way or other grant right or privilege or any such agreement or other arrangement, upon receipt by the City and the Trustee of: (1i) a copy of the instrument of grant or reconveyance; release or of the agreement or other arrangement, (2ii) a written statement application signed by an officer of the Mortgagor Lessee requesting such instrument; (iii) a certificate executed by the Lessee stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance release is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance Lessee, will not materially weaken, diminish or impair the security afforded pursuant to effective use or interfere with the terms efficient and economical operation of this Mortgagethe Project, and will not violate materially adversely affect the termssecurity intended to be given by or under the Indenture and (iv) written consent of the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding. If the instrument of grant shall so provide, covenants any such easement or conditions right and the rights of such other parties thereunder shall be superior to the rights of the City and the Trustee under this Lease and the Indenture and shall not be affected by any agreement termination of this Lease or default on the part of the Lessee hereunder. If no Event of Default shall have happened and be continuing, any payments or other consideration received by the Lessee for any such grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.under any such agreement or other arrangement

Granting of Easements. If Provided that no "Default" or "Lease Event of Default" or any condition or event whichDefault is continuing, the Lessor will join with the giving of notice or the passage of Lessee from time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any to time or times and at the request of the CompanyLessee (and at the Lessee's sole cost and expense) to (i) subject to the terms of Section 15.3, sell, assign, convey or otherwise transfer an interest in the Facility to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release existing easements and appurtenances which benefit the Trustee agrees Facility, (iv) subject to the terms of Section 15.3, dedicate or transfer unimproved portions of the Facility for road, highway or other public purposes, (v) execute petitions to have the Facility annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement and (vii) execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to make or confirm and grant such grants, releases or convey other actions described above in this Section 8.4 to any Person; provided that in each case other than transfers pursuant to clause (i), the Lessor shall not be required to take any such easementaction, licenseand the Lessee shall not effect any such action or grant, right-of-way release, dedication, transfer or other grant or privilege upon receipt of: (1) amendment, unless the Lessor shall have received a copy certificate of the instrument of grant or reconveyance; (2) a written statement signed by an authorized officer of the Mortgagor Lessee stating (i) that such grant or reconveyance will release, or such dedication, transfer or amendment, as the case may be, shall not impair adversely affect the effective use utility, economic useful life or residual value or interfere with the operation of the Mortgaged Property Facility or reduce the fair market value of the Facility below the Lease Balance and (ii) that the Facility shall comply with all Applicable Laws after such grant or reconveyance is not detrimental to release, or such dedication, transfer or amendment, as the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer case may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenturebe.

Granting of Easements. If no "Default" or "Material Event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" Default hereunder has occurred under the Lease Agreementand is continuing, the Guaranty or this MortgageLandlord will join with Tenant, the Mortgagor may at any from time or times and to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the CompanyLeased Property to any person legally empowered to take such interest under the power of eminent domain, grant (ii) grant, in the ordinary course of business, easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Trustee agrees Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver or cause any instrument, in form and substance reasonably acceptable to be executed Landlord and delivered any instrument Landlord’s mortgagee, necessary or appropriate to make or confirm and such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or convey release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to Landlord and Landlord’s mortgagee, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other grant right or privilege upon receipt of: (1) a copy has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or reconveyance; (2) a written statement signed by an officer of release during the Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms Term of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the IndentureLease.

Granting of Easements. If Provided that no "Default" or "Lease Event of Default" or any condition or event whichDefault is continuing, the Lessor will join with the giving of notice or the passage of Lessee from time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any to time or times and at the request of the CompanyLessee (and at the Lessee’s sole cost and expense) to (i) subject to the terms of Section 15.3, sell, assign, convey or otherwise transfer an interest in the Facility to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release existing easements and appurtenances which benefit the Trustee agrees Facility, (iv) subject to the terms of Section 15.3, dedicate or transfer unimproved portions of the Facility for road, highway or other public purposes, (v) execute petitions to have the Facility annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement and (vii) execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to make or confirm and grant such grants, releases or convey other actions described above in this Section 8.4 to any Person; provided that in each case other than involving transfers required by Applicable Laws pursuant to clause (i), the Lessor shall not be required to take any such easementaction, licenseand the Lessee shall not effect any such action or grant, right-of-way release, dedication, transfer or other grant or privilege upon receipt of: (1) amendment, unless the Lessor shall have received a copy certificate of the instrument of grant or reconveyance; (2) a written statement signed by an authorized officer of the Mortgagor Lessee stating (i) that such grant or reconveyance will release, or such dedication, transfer or amendment, as the case may be, shall not impair adversely affect the effective use utility, economic useful life or residual value or interfere with the operation of the Mortgaged Property Facility or reduce the fair market value of the Facility below the Lease Balance and (ii) that the Facility shall comply with all Applicable Laws after such grant or reconveyance is not detrimental to release, or such dedication, transfer or amendment, as the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer case may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenturebe.

Granting of Easements. If no "Default" or "Event event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" default hereunder has occurred under the Lease Agreementand is continuing, the Guaranty or this MortgageLandlord will join with Tenant, the Mortgagor may at any from time or times and to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the CompanyLeased Property to (i) sell, grant assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights-of-way (including the dedication rights of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges without considerationin the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Trustee agrees Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver or cause any instrument, in form and substance reasonably acceptable to be executed Landlord and delivered any instrument Landlord’s Lender, necessary or appropriate to make or confirm and such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or convey release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s interest in the Leased Property, (y) a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other grant right or privilege upon receipt of: (1) a copy has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or reconveyancerelease during the Term of this Lease. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender shall have a period of 30 days to review the instruments and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail to execute any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; (2) a written statement signed provided, however, that no instrument executed by an officer Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation relevant information, Landlord and Tenant shall make appropriate adjustment of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to limitation. In no event shall the proper conduct limitation on attorney’s fees of the business $5,625 be reduced as a result of the Mortgagor; and (3) an opinion of Independent Counsel (as defined any decrease in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the IndentureCPI.