Common use of Granting of Easements Clause in Contracts

Granting of Easements. If no 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 interests in the Leased Property to (i) sell, 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 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 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 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 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 (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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________

Granting of Easements. If (a) Provided no event Event of default hereunder Default has occurred and is continuing, Landlord Lessor will join with Tenant, Lessee from time to time at the request of Tenant Lessee (and at TenantLessee’s sole cost and expense), with respect to their interests in the Leased Property ) to (i) subject to the terms of Article XIV, (x) sell, assign, convey or otherwise transfer an interest in any Leased the Property to any person Person legally empowered to take such interest under the power of eminent domaindomain and (y) dedicate or transfer unimproved portions of the Property for road, highway or other public purposes, (ii) grant, in the ordinary course of business, grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, release 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, (viv) execute amendments to any covenants and restrictions affecting the Leased Property and (viivi) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s LenderLessor, necessary or appropriate to make or confirm such grants grants, releases or releases other actions described above in this Section 25.11 to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord Person; provided that Lessor shall have received (x) a certificate of an authorized officer of Tenant Lessee stating that such grant or release was granted release, or such dedication, transfer or amendment, as the case may be, set forth in the ordinary course of Tenant’s business, clause (i) through (vi) does not interfere with and is not detrimental impair (other than to the conduct of business on the Leased Property and does not materially impair an immaterial extent) the usefulness of the Leased Property or materially 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 Leased Property 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 materially impair Landlord’s Lessor may reasonably request to effect (i) the conveyance to LIPA of an easement interest in respect of the Leased PropertyCurrent LIPA Area, (yii) any conveyance by LIPA to Lessor of a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment 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 necessary or appropriate to 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 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 surrounding areas as 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 right or privilege has not been granted or releasedimmediately preceding sentence, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or release during the Term parties will execute and record a confirmatory amendment of this Lease. Notwithstanding anything herein , to reflect any such inclusion and/or exclusion. (c) Provided no Event of Default has occurred and is continuing hereunder, each Mortgagee shall consent to, 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 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 contrary, Tenant’s extent that any consideration is required to be paid or given by Lessor to LIPA in consideration for such conveyance (in addition to the conveyance described in Section 25.11(b)(i)) and/or obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with (other than ministerial obligations such the execution and delivery of documents) to be performed or 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 instruments contemplated in Section 25.11 in connection with the 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 easement or other instrument pursuant 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 Article 33 Lease modified to reflect the new description of the Property (which Mortgagee shall not exceed $5,625 for each execute in counterpart and deliver to Lessee), and (ii) Lessee shall deliver a bargain and sale deed from LIPA the then-owner of Landlordthe Former LIPA Area with a covenant against grantor’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 act, subject only to the contrary, Landlord Permitted Liens and Landlord’s Lender such other matters as do not adversely affect the value or use of the balance of the Property. (B) Lessee shall have a period of 30 days deliver to Lessor for its review the instruments proposed purchase 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 sale agreement between Lessor 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 LIPA not less than ten (10) daysdays before Lessor is requested to sign such agreement, or shall fail to specify what corrections need be made to such documents or whyand subsequent drafts as the same are prepared, 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, which agreement (subject to the additional 10 day notice required 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 (B) Lessee shall deliver to Mortgagee an ALTA form of 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 in such event, Tenant is hereby authorized to act current ALTA/ASCM standards showing the same detail as the attorneysurvey delivered in connection with the closing of the sale of the Property to the Lessor named herein; and (v) Lessee shall pay as Supplemental Rent to Lessor on demand all reasonable out-inof-fact for Landlord pocket costs and Landlord’s Lender expenses of Lessor and Mortgagee (including reasonable attorneys’ fees and disbursements) in reviewing, executing, recording or obtaining any of the items described in this Section 25.11(b), or any other any materials or instruments pursuant to execute and deliver on behalf this Section 25.11(b), provided that any specific, more limiting provision 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 Section 25.11(b) above shall contain any covenants other than quitclaim covenants. For purposes govern over the general provisions 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________clause (v).

Granting of Easements. If So long as no event Event of default Default hereunder has occurred and is continuingthen exists, Landlord will join with TenantLessor shall, from time to time at the request of Tenant Lessee (and at Tenant’s Lessee's sole cost and expense), with respect to their interests in the Leased Property to ): (i) sell, 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, (iia) grant, in the ordinary course of business, easements, licenses, rights of way and other rights and privileges in the nature of easements, ; (iiib) release, in the ordinary course of business, existing easements and appurtenances which that benefit the Leased Property, Land; (ivc) dedicate or transfer unimproved portions of the Leased Property Land for road, highway or other public purposes, ; (vd) execute petitions to have the Leased Property Land and Improvements annexed to any municipal corporation or utility district, ; (vie) execute amendments to any covenants and restrictions affecting the Leased Property Land and Improvements; and (viif) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s LenderLessor, 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, only if Landlord Lessor shall have received (xi) a certificate from a vice president of an authorized officer of Tenant Lessee stating that such grant or release was granted is recommended in the ordinary course of Tenant’s Lessee's business, does not interfere with and is not detrimental to the conduct of business on the Leased Property Premises and does not materially impair the usefulness of the Leased Property Premises or materially impair the fair market value of the Leased Property or materially impair Landlord’s interest in the Leased Property, Premises; (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 (zii) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to by Lessee that it will remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease same extent as security for indebtednessif such grant, as though such easementrelease, licensededication, right-of-way transfer, petition or other right or privilege has amendment had not been granted or releasedmade, and to that Lessee will perform all obligations of the grantor or party effecting the release Lessor under such instrument of grant or release during the Term Lease Term; and (iii) such consents and approvals as may be required of or by the Mortgagee under the Mortgage or otherwise (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 instruments referred to above in compliance with 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 Section 9.18 within 30 days after Lessee's request, then Lessor shall be deemed to review the instruments have consented to such instrument, and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail Lessee is hereby granted a power of attorney, which power of attorney is coupled with an interest and is irrevocable, 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 instrument 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________Lessor.

Granting of Easements. If Provided that no event Lease Event of default hereunder has occurred and Default or Bankruptcy Default is continuing, Landlord Lessor will join with Tenant, Lessee from time to time at the request of Tenant Lessee (and at Tenant’s Lessee's sole cost and expense), with respect to their interests in the Leased Property ) to (i) subject to the terms of Article XIV, sell, assign, convey or otherwise transfer an interest in any Leased Property the Properties to any person Person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, release existing easements and appurtenances which benefit the Leased PropertyProperties, (iv) subject to the terms of Article XIV, dedicate or transfer unimproved portions of the Leased Property Properties for road, highway or other public purposes, (v) execute petitions to have the Leased Property Properties annexed to any municipal corporation or utility district, (vi) execute amendments any amendment, termination or supplement of or to any covenants and restrictions affecting the Leased Property Land Agreement, or a new Land Agreement, and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, instrument necessary or appropriate to make or confirm such grants grants, releases or releases other actions described above in this Section 8.4 to any personPerson; provided that Lessor shall not be required to take any such action, with and Lessee shall not effect any such action or without considerationgrant, but onlyrelease, except in connection with any temporary condemnation dedication, transfer or any Routine Condemnationamendment, if Landlord unless Lessor shall have received (x) a certificate of an authorized officer of Tenant Lessee stating that such grant or release was granted in release, or such dedication, transfer or amendment, as the ordinary course of Tenant’s businesscase may be, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does shall not materially impair reduce below the usefulness of the Leased Property or materially impair Lease Balance the fair market value of the Leased Property Properties and the Properties shall comply with all Applicable Laws after such grant 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 wayor such dedication, petition, amendment transfer 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 indebtednessamendment, 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 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 case 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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________be.

Granting of Easements. If no event Event of default hereunder has occurred Default under this Lease shall have happened and is be continuing, Landlord will join with Tenant, from the Lessee may at any time to time at the request of Tenant (and at Tenant’s sole cost and expense)or times, with respect to their interests the prior written consent of the Owners of not less than a majority in aggregate principal amount of the Leased Property to Bonds Outstanding (ia) sell, 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, grant easements, licenses, rights rights-of-way (including the dedication of way public highways) and other rights and or privileges in the nature of easements with respect to any property included in the Project, or (b) release existing easements, (iii) releaselicenses, in rights-of-way and other rights or privileges, all with or without consideration and upon such terms and conditions as the ordinary course of business, existing easements Lessee shall determine. The City agrees that it will execute and appurtenances which benefit deliver and will cause and direct the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions Trustee 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, instrument 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 and grant or 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 right or privilege has not been granted or releasedany such agreement or other arrangement, upon receipt by the City and to perform all obligations the Trustee of: (i) a copy of the grantor or party effecting the release under such instrument of grant or release during or of the Term agreement or other arrangement, (ii) a written application signed by the Lessee requesting such instrument; (iii) a certificate executed by the Lessee stating that such grant or release is not detrimental to the proper conduct of the business of the Lessee, will not impair the effective use or interfere with the efficient and economical operation of the Project, and will not materially adversely affect the security 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, any such easement or 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 termination of this LeaseLease or default on the part of the Lessee hereunder. Notwithstanding anything herein to the contraryIf no Event of Default shall have happened and be continuing, 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 payments or other instrument pursuant consideration received by the Lessee for any such grant or with respect to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in or under any single request by Tenant for one or more related easements such agreement 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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________arrangement

Granting of Easements. If no 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 interests in the Leased Property to (i) sell, 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 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 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 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 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 (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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________.

Granting of Easements. If Provided that no event Event of default hereunder has Default shall have occurred and be continuing or shall 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 continuingcoupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, Landlord will join with Tenant, from time to time but at the request of Tenant (and at Tenant’s Grantor's sole cost and expense), with respect to their interests in the Leased Property to : (i) sellthe granting, assignentering into, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power amendment and modification, of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights of way way, building and other rights use restrictions and privileges in similar agreements affecting the nature Mortgaged Property; (ii) the release or termination of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release, in the ordinary course seeking of business, any zoning variances or modifications to existing easements and appurtenances which benefit the Leased Property, zoning; (iv) dedicate the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain to the 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 unimproved of portions of the Leased Mortgaged 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 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 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 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 (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; provided, however, that no instrument executed by Tenant 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 attorney-in-fact shall contain any covenants other than quitclaim covenantsa Permitted Lien. For purposes Without limiting the effectiveness of this Article 33, commencing on March 31, 2004the foregoing, and on provided that no Event of Default shall have occurred and as be continuing or shall result therefrom, Beneficiary shall, upon the request of each March 31 thereafter during the Term of this LeaseGrantor, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal at Grantor's sole cost and expense, execute and deliver any instruments necessary or appropriate to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for confirm any 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 grant, release, dedication, transfer, annexation 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________amendment.

Granting of Easements. If Provided that no event Lease Event of default hereunder has occurred and Default or Bankruptcy Default is continuing, Landlord Lessor will join with Tenant, Lessee from time to time at the request of Tenant Lessee (and at Tenant’s Lessee's sole cost and expense), with respect to their interests in the Leased Property ) to (i) subject to the terms of Article XIV, sell, assign, convey or otherwise transfer an interest in any Leased either Property to any person Person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, release existing easements and appurtenances which benefit the Leased either Property, (iv) subject to the terms of Article XIV, dedicate or transfer unimproved portions of the Leased either Property for road, highway or other public purposes, (v) execute petitions to have the Leased either Property annexed to any municipal corporation or utility district, (vi) execute amendments any amendment, termination or supplement of or to any covenants and restrictions affecting the Leased Property Land Agreement, or a new Land Agreement, and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, instrument necessary or appropriate to make or confirm such grants grants, releases or releases other actions described above in this Section 8.4 to any personPerson; provided that Lessor shall not be required to take any such action, with and Lessee shall not effect any such action or without considerationgrant, but onlyrelease, except in connection with any temporary condemnation dedication, transfer or any Routine Condemnationamendment, if Landlord unless Lessor shall have received (x) a certificate of an authorized officer of Tenant Lessee stating that such grant or release was granted in release, or such dedication, transfer or amendment, as the ordinary course of Tenant’s businesscase may be, does shall not interfere with and is not detrimental to adversely affect the conduct of business on the Leased Property and does not materially impair the usefulness utility, economic useful life or residual value of the Leased affected Property or materially impair reduce the fair market value of the Leased Traville Facility or Manufacturing Facility below the Traville Lease Balance or Manufacturing Lease Balance, respectively, and each Property shall comply with all Applicable Laws after such grant 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 wayor such dedication, petition, amendment transfer 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 indebtednessamendment, 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 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 case 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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________be.

Granting of Easements. If Provided that no event Lease Event of default hereunder has occurred and Default is continuing, Landlord the Lessor will join with Tenant, the Lessee from time to time at the request of Tenant the Lessee (and at Tenantthe Lessee’s sole cost and expense), with respect to their interests in the Leased Property ) to (i) subject to the terms of Section 15.3, sell, assign, convey or otherwise transfer an interest in any Leased Property the Facility to any person Person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, release existing easements and appurtenances which benefit the Leased PropertyFacility, (iv) subject to the terms of Section 15.3, dedicate or transfer unimproved portions of the Leased Property Facility for road, highway or other public purposes, (v) execute petitions to have the Leased Property Facility annexed to any municipal corporation or utility district, (vi) execute amendments any amendment, termination or supplement of or to any covenants and restrictions affecting the Leased Property Land Agreement, or a new Land Agreement and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, instrument necessary or appropriate to make or confirm such grants grants, releases or releases other actions described above in this Section 8.4 to any personPerson; provided that in each case other than involving transfers required by Applicable Laws pursuant to clause (i), with the Lessor shall not be required to take any such action, and the Lessee shall not effect any such action or without considerationgrant, but onlyrelease, except in connection with any temporary condemnation dedication, transfer or any Routine Condemnationamendment, if Landlord unless the Lessor shall have received (x) a certificate of an authorized officer of Tenant the Lessee stating that such grant or release was granted in release, or such dedication, transfer or amendment, as the ordinary course of Tenant’s businesscase may be, does shall not interfere with and is not detrimental to adversely affect the conduct of business on the Leased Property and does not materially impair the usefulness utility, economic useful life or residual value of the Leased Property Facility or materially impair reduce the fair market value of the Leased Property Facility below the Lease Balance and the Facility shall comply with all Applicable Laws after such grant 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 wayor such dedication, petition, amendment transfer 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 indebtednessamendment, 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 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 case 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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________be.

Granting of Easements. If Provided that no event Lease Event of default hereunder has occurred and Default is continuing, Landlord the Lessor will join with Tenant, the Lessee from time to time at the request of Tenant the Lessee (and at Tenant’s the Lessee's sole cost and expense), with respect to their interests in the Leased Property ) to (i) subject to the terms of Section 15.3, sell, assign, convey or otherwise transfer an interest in any Leased Property the Facility to any person Person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, release existing easements and appurtenances which benefit the Leased PropertyFacility, (iv) subject to the terms of Section 15.3, dedicate or transfer unimproved portions of the Leased Property Facility for road, highway or other public purposes, (v) execute petitions to have the Leased Property Facility annexed to any municipal corporation or utility district, (vi) execute amendments any amendment, termination or supplement of or to any covenants and restrictions affecting the Leased Property Land Agreement, or a new Land Agreement and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, instrument necessary or appropriate to make or confirm such grants grants, releases or releases other actions described above in this Section 8.4 to any personPerson; provided that in each case other than transfers pursuant to clause (i), with the Lessor shall not be required to take any such action, and the Lessee shall not effect any such action or without considerationgrant, but onlyrelease, except in connection with any temporary condemnation dedication, transfer or any Routine Condemnationamendment, if Landlord unless the Lessor shall have received (x) a certificate of an authorized officer of Tenant the Lessee stating that such grant or release was granted in release, or such dedication, transfer or amendment, as the ordinary course of Tenant’s businesscase may be, does shall not interfere with and is not detrimental to adversely affect the conduct of business on the Leased Property and does not materially impair the usefulness utility, economic useful life or residual value of the Leased Property Facility or materially impair reduce the fair market value of the Leased Property Facility below the Lease Balance and the Facility shall comply with all Applicable Laws after such grant 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 wayor such dedication, petition, amendment transfer 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 indebtednessamendment, 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 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 case 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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________be.

Granting of Easements. If no event Material Event of default 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 interest in the Leased Property to (i) sell, 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 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 Lendermortgagee, 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, 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 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, any being paid for said sale, grant, 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 Lendermortgagee, 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 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 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 (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; 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 relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI. PID #_______________.