Common use of Ground Lessor's Release Rights Clause in Contracts

Ground Lessor's Release Rights. Notwithstanding Section 4.1 hereof or any other provisions in this Site Lease to the contrary, the Ground Lessor shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Lease, in furtherance of the purposes permitted by Section 4.3 or otherwise, to (i) sell, grant, convey or assign one or more portions of or interests of any kind or nature in, upon, to, on, over, above, under or through one or more portions of the Facility Site, including all roads, access gates and parking lots, together with a non-exclusive easement for Access over and across the Facility Site in order to fully exercise the right to use same, (ii) grant, create or release one or more rights of way and easements in, upon, to, on, over, above, under through or in respect of, or the right, privilege and right to use, any portions of the Facility Site, the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks, together with a non-exclusive easement for Access over and across such properties or facilities in order to fully exercise the right to use same, (iii) lease or convey one or more leasehold interests in one or more portions of the Facility Site, the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks to one or more lessees of leasehold interests, and (iv) sell, grant, convey or assign the easements, rights, privileges and licenses granted to the Company pursuant to the Cross Easement Agreement (collectively the "Ground Lessor's Release Rights"); provided, ------------------------------ however, that no property, interest, right of way, easement, or leasehold interest (the "Released Property") so sold, granted, released, leased or ----------------- conveyed shall result in the preclusion of reasonably necessary access to the Facility or impair in any material respect the use of the Ground Interest or the use or operation of the Facility in substantially the same manner and to substantially the same extent as was permitted immediately prior to the exercise of the Ground Lessor's Release Rights or reduce the then current or residual value, utility or remaining useful life of the Facility (assuming the Facility shall then be in the condition required to have been maintained by the terms of the Facility Lease) other than in an immaterial respect or cause the Facility to become a "limited use" property within the meaning of Rev. Proc. 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647. Any third party may conclusively, and without further act, inquiry or investigation, rely upon an Officer's Certificate of the Ground Lessor to the effect that any such sale, grant, release or conveyance complies with this Section 4.2 without the necessity of any further inquiry, investigation or determination. In light of the nature of the Released Property to be sold, granted, released, leased or conveyed, either (x) this Site Lease shall be subject to the interest created in connection with the Released Property or (y) the Released Property shall no longer be a part of the Ground Interest and shall automatically be deemed to be subject to or released from the effect of this Site Lease and any Lien on the Ground Interest or otherwise under this Site Lease, in either case, without the necessity of the execution, delivery or recording of any further instrument whatsoever. At the expense of the Ground Lessor, either party shall, at the request of the other, execute and deliver such documents and instruments as may be reasonably requested by the Ground Lessor to evidence the foregoing. The Ground Lessor may exercise its rights under this Section 4.2 with or without receiving compensation, all of which if any, shall be for the benefit of the Ground Lessor.

Ground Lessor's Release Rights. Notwithstanding Section 4.1 hereof or any other provisions in this Site Lease to the contrary, the Ground Lessor shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Lease, in furtherance of the purposes permitted by Section 4.3 or otherwise, to (i) sell, grant, convey or assign one or more portions of or interests of any kind or nature in, upon, to, on, over, above, under or through one or more portions of the Facility Site, including all roads, access gates and parking lots, together with a non-exclusive easement for Access over and across the Facility Site in order to fully exercise the right to use same, (ii) grant, create or release one or more non-exclusive rights of way and easements in, upon, to, on, over, above, under through or in respect of, or the right, privilege and right to use, any portions of the Facility Site, the Retained Power Site and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks, together with a non-exclusive easement for Access over Additional Property and across such properties or facilities in order to fully exercise the right to use same, (iiiii) lease or convey one or more leasehold interests or licenses in one or more portions of the Facility Site, Retained Site (including any facility located thereon at any time) and the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks Additional Property to one or more lessees of leasehold interests, and (iv) sell, grant, convey interests or assign the easements, rights, privileges and licenses granted to the Company pursuant to the Cross Easement Agreement (collectively the "Ground Lessor's Release Rights"); provided, ------------------------------ however, that no Significant Lease Default or Lease Event of Default shall have occurred and be continuing and the Ground Lessee shall have received an engineer's certificate (which engineer shall be reasonably satisfactory to the Ground Lessee, it being understood that an internal engineer at Ground Lessor or one of its Affiliates would be considered reasonable), stating that no property, interest, right of way, easement, leasehold interest, or leasehold interest license so granted, released, leased or conveyed (the "Released Property") so sold, granted, released, leased or ----------------- conveyed shall result in the preclusion of reasonably necessary access to the Facility, materially diminish the residual value, utility or remaining useful life of the Facility or impair in any material respect the use of the Ground Interest or the use or operation of the Facility in substantially the same manner and to substantially the same extent as was permitted immediately prior to the exercise of the Ground Lessor's Release Rights or reduce the then current or residual value, utility or remaining useful life of the Facility (assuming the Facility shall then be in the condition required to have been maintained by the terms of the Facility Lease) other than in an immaterial respect or cause the Facility to become a "limited use" property within the meaning of Rev. Proc. 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647Rights. Any third party may conclusively, and without further act, inquiry or investigation, rely upon an Officer's Certificate of the Ground Lessor to the effect that any such sale, grant, release or conveyance complies with this Section 4.2 without the necessity of any further inquiry, investigation or determination. In light of the nature of the Released Property to be sold, granted, released, leased or conveyed, either (x) this Site Lease shall be subject to the interest created in connection with the Released Property and the Released Property shall be subject to this Site Lease or (y) the Released Property shall no longer be a part of the Ground Interest and shall automatically be deemed to be subject to or released from the effect of this Site Lease and any Lien on the Ground Interest or otherwise under this Site Lease, in either case, without the necessity of the execution, delivery or recording of any further instrument whatsoever. At the expense of the Ground Lessor, either party shall, at the request of the other, execute and deliver such documents and instruments as may be reasonably requested by the Ground Lessor to evidence the foregoing. The Ground Lessor may exercise its rights under this Section 4.2 with or without receiving compensation, all of which if any, shall be for the benefit of the Ground Lessor.

Ground Lessor's Release Rights. Notwithstanding Section 4.1 hereof or any other provisions in this Site Ground Lease to the contrary, the Ground Lessor shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Ground Lease, in furtherance of the purposes permitted by Section 4.3 or otherwise, to (ia) sell, grant, grant or convey or assign one or more portions of or interests of any kind or nature in, upon, to, on, over, above, under or through in one or more portions of the Facility Rocky Mountain Site, including all roads, access gates and parking lots, together with a non-exclusive easement for Access over and across the Facility Site in order to fully exercise the right to use same, (iib) grant, create or release one or more rights of way and easements in, upon, to, on, over, above, under through over or in respect of, or the right, privilege and right to use, of any portions of the Facility Site, the Retained Power Rocky Mountain Site and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks, together with a non-exclusive easement for Access over and across such properties or facilities in order to fully exercise the right to use same, (iiic) lease or convey one or more leasehold interests in one or more portions of the Facility Site, the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks Rocky Mountain Site to one or more lessees of leasehold interests, and (iv) sell, grant, convey or assign the easements, rights, privileges and licenses granted to the Company pursuant to the Cross Easement Agreement interests (collectively the "Ground Lessor's Release Rights"); provided, ------------------------------ however, that (i) each such sale, grant, release, lease or conveyance shall be in accordance with the Rocky Mountain Agreements and (ii) no propertysuch sale, interestgrant, right of wayrelease, easementlease or conveyance shall impair the use or operation of, or leasehold interest (the "Released Property") so soldability to maintain, grantedimprove or rebuild, released, leased or ----------------- conveyed shall result in the preclusion of reasonably necessary access to the Facility as contemplated by the Rocky Mountain Agreements and the Operative Documents or reduce the value, utility or useful life of the Facility, impair in any material respect the use of the Ground Interest or as it is then used in connection with the Facility, impair in any manner the use or operation of the Facility in substantially the same manner and to substantially the same extent as was permitted immediately prior to the exercise of the Ground Lessor's Release Rights or reduce the then current or residual value, utility or remaining useful life of the Facility (assuming the Facility shall then be in the condition required to have been maintained by the terms of the Facility Lease) other than in an immaterial respect or cause the Facility to become a "limited use" property within or materially reduce the meaning value, utility or useful life of Rev. Proc. 75-28the Rocky Mountain Site or materially impair the use of the Rocky Mountain Site; provided, 1975-1 C.B. 752 or Rev. Proc. 76-30further, 1976-2 C.B. 647. Any any third party may conclusively, and without further act, inquiry or investigation, rely upon an Officer's Certificate of the Ground Lessor to the effect that any such sale, grant, release or conveyance complies with clause (ii) of this Section 4.2 without the necessity of any further inquiry, investigation or determination. In light ; and provided further that any property, interest, right of way, easement, or leasehold interest (the nature of the "Released Property to be Property") so sold, granted, released, leased or conveyed, either (x) this Site Lease shall be subject to the interest created in connection with the Released Property or (y) the Released Property conveyed shall no longer be a part of the Ground Interest and shall automatically be deemed to be subject to or released from the effect of this Site Ground Lease and any Lien on the Ground Interest or otherwise under this Site Ground Lease, in either case, without the necessity of the execution, delivery or recording of any further instrument whatsoever. At The Ground Lessee agrees that during the expense Ground Lease Term, the Ground Lessee will not (a) grant any security interest, leasehold mortgage or deed to secure debt, except as provided in Section 9 or in the other Operative Documents, or any other Lien, (b) sub-lease or assign this Ground Lease or (c) otherwise encumber, cause to be encumbered or convey all or part of the Ground LessorLessee's interest hereunder unless such grant, either party shallsub-lease, at the request of the otherassignment, execute and deliver such documents and instruments as may be reasonably requested by encumbrance or conveyance expressly provides that the Ground Lessor to evidence the foregoing. The Ground Lessor may exercise its rights Lessee's interest under this Section 4.2 with or without receiving compensation, all of which if any, shall be for the benefit of Ground Lease is subject to the Ground Lessor's Release Rights set forth in this Section 4 and that any Released Property shall automatically be deemed to be released from the effect of any such Lien, grant, sub-lease, assignment, encumbrance or conveyance without the necessity of the execution, delivery or recording of any further instrument whatsoever.

Ground Lessor's Release Rights. Notwithstanding Section 4.1 6.1 hereof or any other provisions in this Site Lease and Sublease to the contrary, the Ground Lessor shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Lease, in furtherance of the purposes permitted by Section 4.3 or otherwiseLease and Sublease, to (ia) sell, grant, grant or convey or assign one or more portions of or interests of any kind or nature in, upon, to, on, over, above, under or through in one or more portions of the Facility Site, including all roads, access gates and parking lots, together with a non-exclusive easement for Access over and across the Facility Site in order to fully exercise the right to use same, Sites (iib) grant, create or release one or more rights of way and easements in, upon, to, on, over, above, under through over or in respect of, or the right, privilege and right to use, of any 8 13 portions of the Facility Site, the Retained Power Sites and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks, together with a non-exclusive easement for Access over and across such properties or facilities in order to fully exercise the right to use same, (iiic) lease or convey one or more leasehold interests in one or more portions of the Facility Site, the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks Sites to one or more lessees of leasehold interests, and (iv) sell, grant, convey or assign the easements, rights, privileges and licenses granted to the Company pursuant to the Cross Easement Agreement interests (collectively the "Ground Lessor's Release Rights"); provided, ------------------------------ however, that no propertysuch sale, interestgrant, right of wayrelease, easement, lease or leasehold interest (the "Released Property") so sold, granted, released, leased or ----------------- conveyed conveyance shall result in the preclusion of reasonably necessary access to the Facility or impair in any material respect the use of the Ground Interest or the use or operation of of, or the ability to maintain, improve or rebuild, the Facility in substantially as contemplated by the same manner and to substantially Project Agreements or the same extent as was permitted immediately prior to the exercise of the Ground Lessor's Release Rights Operative Documents or reduce the then current or residual value, utility or remaining useful life of the Facility (assuming by more than a de minimis amount, impair the Facility shall then be in the condition required to have been maintained by the terms use of the Facility Lease) other than Ground Interest as it is then used in an immaterial respect connection with the Facility, or cause the Facility to become a "limited use" property within the meaning of Rev. Proc. 75-28property; provided, 1975-1 C.B. 752 or Rev. Proc. 76-30further, 1976-2 C.B. 647. Any that any third party may conclusively, and without further act, inquiry or investigation, rely upon an Officer's Certificate of the Ground Lessor to the effect that any such sale, grant, release or conveyance complies with this Section 4.2 6.2 without the necessity of any further inquiry, investigation or determination. In light ; and provided, further, that any property, interest, right of way, easement, or leasehold interest (the nature of the "Released Property to be Property") so sold, granted, released, leased or conveyed, either (x) this Site Lease shall be subject to the interest created in connection with the Released Property or (y) the Released Property conveyed shall no longer be a part of the Ground Interest and shall automatically be deemed to be subject to or released from the effect of this Site Lease and Sublease and any Lien on the Ground Interest or otherwise under this Site Lease, in either caseLease and Sublease, without the necessity of the execution, delivery or recording of any further instrument whatsoever. At The Ground Lessee agrees that during the expense Site Lease Term, the Ground Lessee will not (a) grant any security interest, leasehold mortgage or deed to secure debt, or any other Lien, (b) sublease or assign this Site Lease and Sublease or (c) otherwise encumber, cause to be encumbered or convey all or part of the Ground LessorLessee's interest hereunder unless such grant, either party shallsublease, at the request of the otherassignment, execute and deliver such documents and instruments as may be reasonably requested by encumbrance or conveyance expressly provides that the Ground Lessor to evidence the foregoing. The Ground Lessor may exercise its rights Lessee's interest under this Section 4.2 with or without receiving compensation, all of which if any, shall be for the benefit of Site Lease and Sublease is subject to the Ground Lessor's Release Rights set forth in this Section 6.2 and that any Released Property shall automatically be deemed to be released from the effect of any such Lien, grant, sublease, assignment, encumbrance or conveyance without the necessity of the execution, delivery or recording of any further instrument whatsoever.

Ground Lessor's Release Rights. Notwithstanding Section 4.1 6.1 hereof or any other provisions in this Site Lease and Sublease to the contrary, the Ground Lessor shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Lease, in furtherance of the purposes permitted by Section 4.3 or otherwiseLease and Sublease, to (ia) sell, grant, grant or convey or assign one or more portions of or interests of any kind or nature in, upon, to, on, over, above, under or through in one or more portions of the Facility Site, including all roads, access gates and parking lots, together with a non-exclusive easement for Access over and across the Facility Site in order to fully exercise the right to use same, Sites (iib) grant, create or release one or more rights of way and easements in, upon, to, on, over, above, under through over or in respect of, or the right, privilege and right to use, of any portions of the Facility Site, the Retained Power Sites and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks, together with a non-exclusive easement for Access over and across such properties or facilities in order to fully exercise the right to use same, (iiic) lease or convey one or more leasehold interests in one or more portions of the Facility Site, the Retained Power and Control Lines, the Dock Facilities, the Retained Oil Pipeline or the Railroad Tracks Sites to one or more lessees of leasehold interests, and (iv) sell, grant, convey or assign the easements, rights, privileges and licenses granted to the Company pursuant to the Cross Easement Agreement interests (collectively the "Ground Lessor's Release Rights"); provided, ------------------------------ however, that no propertysuch sale, interestgrant, right of wayrelease, easement, lease or leasehold interest (the "Released Property") so sold, granted, released, leased or ----------------- conveyed conveyance shall result in the preclusion of reasonably necessary access to the Facility or impair in any material respect the use of the Ground Interest or the use or operation of of, or the ability to maintain, improve or rebuild, the Facility in substantially as contemplated by the same manner and to substantially Project Agreements or the same extent as was permitted immediately prior to the exercise of the Ground Lessor's Release Rights Operative Documents or reduce the then current or residual value, utility or remaining useful life of the Facility (assuming by more than a de minimis amount, impair the Facility shall then be in the condition required to have been maintained by the terms use of the Facility Lease) other than Ground Interest as it is then used in an immaterial respect connection with the Facility, or cause the Facility to become a "limited use" property within the meaning of Rev. Proc. 75-28property; provided, 1975-1 C.B. 752 or Rev. Proc. 76-30further, 1976-2 C.B. 647. Any that any third party may conclusively, and without further act, inquiry or investigation, rely upon an Officer's Certificate of the Ground Lessor to the effect that any such sale, grant, release or conveyance complies with this Section 4.2 6.2 without the necessity of any further inquiry, investigation or determination. In light ; and provided, further, that any property, interest, right of way, easement, or leasehold interest (the nature of the "Released Property to be Property") so sold, granted, released, leased or conveyed, either (x) this Site Lease shall be subject to the interest created in connection with the Released Property or (y) the Released Property conveyed shall no longer be a part of the Ground Interest and shall automatically be deemed to be subject to or released from the effect of this Site Lease and Sublease and any Lien on the Ground Interest or otherwise under this Site Lease, in either caseLease and Sublease, without the necessity of the execution, delivery or recording of any further instrument whatsoever. At The Ground Lessee agrees that during the expense Site Lease Term, the Ground Lessee will not (a) grant any security interest, leasehold mortgage or deed to secure debt, or any other Lien, (b) sublease or assign this Site Lease and Sublease or (c) otherwise encumber, cause to be encumbered or convey all or part of the Ground LessorLessee's interest hereunder unless such grant, either party shallsublease, at the request of the otherassignment, execute and deliver such documents and instruments as may be reasonably requested by encumbrance or conveyance expressly provides that the Ground Lessor to evidence the foregoing. The Ground Lessor may exercise its rights Lessee's interest under this Section 4.2 with or without receiving compensation, all of which if any, shall be for the benefit of Site Lease and Sublease is subject to the Ground Lessor's Release Rights set 8 13 forth in this Section 6.2 and that any Released Property shall automatically be deemed to be released from the effect of any such Lien, grant, sublease, assignment, encumbrance or conveyance without the necessity of the execution, delivery or recording of any further instrument whatsoever.