Common use of Granting of Easements Clause in Contracts

Granting of Easements. If no "Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred under the Secured Agreements or the Indenture, the Mortgagor may at any time or times, 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 with or 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 grantor 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 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, convenants 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 So long as no "Default" or any condition or event whichEvent of Default hereunder then exists, with Lessor shall, from time to time at the giving request of notice or Lessee (and at Lessee's sole cost and expense): (a) grant, in the passage ordinary course of time or both would constitute a "Default" has occurred under the Secured Agreements or the Indenturebusiness, the Mortgagor may at any time or times, 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 in the nature of easements; (b) release, in the ordinary course of business, existing easements and appurtenances that benefit the 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 any instrument, in form and substance reasonably acceptable to Lessor, necessary or appropriate to make or confirm such grants or releases to any person, with or 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 grantor 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 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, convenants 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 "DefaultDefaults" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred under the Secured Agreements or the Indenture, the Mortgagor may at any time or times, 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 with or 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 grantor 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 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 or 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, convenants 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 no "Default" or any condition or event whichRights of Way; Releases and Substitutions of Property. Subject to the terms of the Leasehold Mortgage, from time to time during the term hereof and so long as there is not an existing Event of Default under the Facilities Agreement and there has not occurred an Event of Nonappropriation that has not been waived by the Lender, the Corporation, at the request of the City and with the giving prior written consent of notice or the passage of time or both would constitute a "Default" has occurred under Lender, may execute such instruments as are necessary to provide for the Secured Agreements or the Indenture, the Mortgagor may at any time or times, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature granting of easements or rights of way for road construction, utilities, or in such other instances as the City certifies are not inconsistent or incompatible with the continued use of the balance of the New Facilities Real Property for their intended purposes. Such instruments may include a termination of this Base Lease with respect to any property such portion of the New Facilities Real Property as is affected thereby or rights included in an acceptance or acknowledgement of the Mortgaged Property, free from right of the lien and security interest afforded by grantee of such easement or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges with or 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 to continue to use such property notwithstanding the exercise of any rights or other grant remedies afforded to the Corporation hereunder or privilege upon receipt of: (1) under the Facilities Agreement. Any request from the City hereunder shall be accompanied by copies of any instruments proposed to be executed together with a copy of certificate from the instrument of grantor reconveyance; (2) a written statement signed by an officer of City to the Mortgagor stating effect that (i) that such grant or reconveyance the continued use of the New Facilities Real Property affected thereby will not impair be impaired or hampered thereby; (ii) access to the effective use New Facilities Real Property for ingress and egress will be adequate; and (iii) that the value of the New Facilities Real Property to the City will not be significantly diminished thereby. The Corporation may also terminate this Base Lease with respect to any portion of the New Facilities Real Property deemed excess or interfere with unneeded for the continued operation of the Mortgaged New Facilities for the purposes for which they were designed or are then being used, and release its interest in such portion to the City, upon receipt by the Corporation of the following (i) a plat showing the location of the New Facilities and the portion of the New Facilities Real Property deemed excess and unneeded; (ii) an amendment to Exhibit A hereto revising the description of the affected parcel of property; (iii) a certificate from an engineer or architect stating that such grant the remaining New Facilities Real Property will be adequate for the continued operation of the New Facilities for the purposes for which they were designed or reconveyance is not detrimental are then being used including a certification that there will be adequate access to the proper conduct remaining New Facilities Real Property for ingress and egress; (iv) a certification from the City that the portion of the business New Facilities Real Property being released from the provisions hereof is excess to or unneeded for the continued operation of the MortgagorNew Facilities for the purposes of which they were designed or are then being used; and (3v) written consent of the Lender. The City shall not be obligated to compensate the Corporation for the removal of any property or for any conveyance or grant of an opinion of Independent Counsel (as defined easement or right-of-way under the provisions hereof and any consideration paid in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant connection therewith shall be transferred over to the terms City so long as there is not an existing Event of this Mortgage, Default under the Facilities Agreement and will no Event of Nonappropriation has occurred that has not violate been waived by the terms, convenants Lender. The Corporation shall have no obligation or conditions of responsibility to prepare or record 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 Indentureinstrument authorized hereunder.

Granting of Easements. If no "Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred under the Secured Agreements Guaranty or the Indenturethis Mortgage, the Mortgagor may at any time or times, 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 with or 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 grantor 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 interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental detri- mental 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, convenants 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 no "Default" or any condition or event whichMaterial Event of Default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the giving of notice or the passage of time or both would constitute a "Default" has occurred Leased Property to any person legally empowered to take such interest under the Secured Agreements or power of eminent domain, (ii) grant, in the Indentureordinary course of business, the Mortgagor may at any time or times, 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 in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the 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 any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm 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 release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the Trustee agrees 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 execute Landlord and deliver or cause Landlord’s mortgagee, to be executed remain obligated under this Lease and delivered under any instrument necessary or appropriate executed by Tenant consenting to confirm and grant or convey any the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege 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 privilege upon receipt of: (1) a copy of release during the instrument of grantor 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 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, convenants 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 no "Event of Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a an "Event of Default" has occurred under the Secured Agreements or the Indenture, the Mortgagor Mortgagors may at any time or times, 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 Mortgagors may reconvey existing easements, licenses, rights-of-way and other rights and privileges with or 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 grantor grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor Mortgagors stating (i) that such grant or reconveyance will not impair the effective use or value of, 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 MortgagorMortgagors; and (3) an opinion of Independent Counsel (as defined in the Indenture) independent counsel 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, convenants covenants or conditions of any agreement or grant which the Mortgagor Mortgagors 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 Provided that no "Default" or any condition or event whichLease Event of Default is continuing, the Lessor will join with the giving Lessee from time to time at the request of notice the Lessee (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 passage of time or both would constitute a "Default" has occurred Facility to any Person legally empowered to take such interest under the Secured Agreements or the Indenturepower of eminent domain, the Mortgagor may at any time or times, (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 with in the nature of easements, (iii) release existing easements and appurtenances which benefit the Facility, (iv) subject to the terms of Section 15.3, dedicate or without considerationtransfer 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 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 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 grantor 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 interfere with the operation residual value 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, convenants 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 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 Secured Agreements Lease Agreement, the Guaranty or the Indenturethis Mortgage, the Mortgagor may at any time or timestimes 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 with or 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 grantor 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, convenants 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 no "Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred under the Secured Agreements or the Indenture, the Mortgagor may at any time or times, 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 with or without consideration, and the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument instruments 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 grantor 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 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) independent counsel 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, convenants 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 no "Default" or any condition or event which, with the giving Event of notice or the passage of time or both would constitute a "Default" has occurred Default under the Secured Agreements or the Indenturethis Lease shall have happened and be continuing, the Mortgagor Lessee may at any time or times, with the prior written consent of the 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 and privileges or privileges, all with or without consideration, consideration and 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 grantor reconveyance; grant or 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 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, convenants 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 or under any such agreement or other arrangement shall be and remain the Mortgaged Property property of the Lessee, but in the event of the termination of this Lease or default of the IndentureLessee, all rights then existing of the Lessee with respect to or under such grant shall inure to the benefit of and be exercisable by the City and the Trustee.

Granting of Easements. If no "Default" or any condition or event whichof default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the giving of notice Leased Property to (i) sell, assign, convey or the passage of time or both would constitute a "Default" has occurred otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the Secured Agreements or power of eminent domain, (ii) grant, in the Indentureordinary course of business, the Mortgagor may at any time or times, 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 in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the 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 any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, necessary or appropriate to make or confirm 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 release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the Trustee agrees 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 execute Landlord and deliver or cause Landlord’s Lender, to be executed remain obligated under this Lease and delivered under any instrument necessary or appropriate executed by Tenant consenting to confirm and grant or convey any the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege 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 privilege upon receipt of: release 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 (110) a copy 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; provided, however, that no instrument executed by 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 instrument of grantor reconveyance; (2) a written statement signed by an officer relevant information, Landlord and Tenant shall make appropriate adjustment of the Mortgagor stating (i) that such grant or reconveyance will not impair limitation. In no event shall the effective use or interfere with the operation limitation on attorney’s fees of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct $5,625 be reduced as a result of the business 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, convenants 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 no "Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred under the Secured Agreements or the Indenture, the Mortgagor Mortgagors may at any time or times, 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 Mortgage, or the Mortgagor Mortgagors may reconvey existing easements, licenses, rights-of-way and other rights and privileges with or without consideration, and the Trustee Mortgagee agrees to execute and deliver or cause to be executed and delivered any instrument instruments 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 grantor grant or reconveyance; (2) a written statement signed by an officer of the Mortgagor Mortgagors stating (i) that such grant or reconveyance will not impair the effective use 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 MortgagorMortgagors; and (3) an opinion of Independent Counsel (as defined in the Indenture) independent counsel 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, convenants covenants or conditions of any agreement or grant which the Mortgagor Mortgagors or the Issuer Mortgagee 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 Provided that no "Default" Lease Event of Default or Bankruptcy Default is continuing, Lessor will join with Lessee from time to time at the request of Lessee (and at Lessee's sole cost and expense) to (i) subject to the terms of Article XIV, sell, assign, convey or otherwise transfer an interest in either Property to any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" has occurred Person legally empowered to take such interest under the Secured Agreements or the Indenturepower of eminent domain, the Mortgagor may at any time or times, (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 with in the nature of easements, (iii) release existing easements and appurtenances which benefit either Property, (iv) subject to the terms of Article XIV, dedicate or without considerationtransfer 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 grantor 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 interfere with the operation residual value 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, convenants 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 any condition or event whichof default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the giving of notice Leased Property to (i) sell, assign, convey or the passage of time or both would constitute a "Default" has occurred otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the Secured Agreements or power of eminent domain, (ii) grant, in the Indentureordinary course of business, the Mortgagor may at any time or times, 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 in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the 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 any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, necessary or appropriate to make or confirm 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 release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the Trustee agrees 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 execute Landlord and deliver or cause Landlord’s Lender, to be executed remain obligated under this Lease and delivered under any instrument necessary or appropriate executed by Tenant consenting to confirm and grant or convey any the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege 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 privilege upon receipt of: release 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 (110) a copy 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; provided, however, that no instrument executed by 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 instrument of grantor reconveyance; (2) a written statement signed by an officer relevant information, Landlord and Tenant shall make appropriate adjustment of the Mortgagor stating (i) that such grant or reconveyance will not impair limitation. In no event shall the effective use or interfere with the operation limitation on attorney’s fees of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct $5,625 be reduced as a result of the business 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, convenants 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.

Granting of Easements. If Provided that no "Default" Event of 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" has occurred under the Secured Agreements or the Indenture, the Mortgagor may at any time or times, 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 with similar agreements affecting the Mortgaged Property; (iii) the seeking of any zoning variances or without considerationmodifications 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 grantor 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 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, convenants 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.