Common use of Reciprocal Easement Agreement Clause in Contracts

Reciprocal Easement Agreement. (a). Borrower shall cause Mortgage Borrower to (i) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of the Reciprocal Easement Agreement on its part to be observed, performed and complied with, at the times set forth therein, and to do all things reasonably necessary to preserve unimpaired its rights thereunder; (ii) not do, permit, suffer or refrain from doing anything that reasonably would be expected to cause a material default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (iii) not cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the material terms thereof and not to release any party thereto other than Mortgage Borrower from any material obligation imposed upon it thereby; and (iv) give Agent prompt written notice of any material default by anyone thereunder and promptly deliver to Agent copies of each notice of default and copies of all other material notices, communications, plans, specifications and other similar instruments received or delivered by Mortgage Borrower in connection with the Reciprocal Easement Agreement. Notwithstanding anything to the contrary contained in this Section 4.1.11, provided no Event of Default shall be continuing, Mortgage Borrower shall have the right to make amendments to the Reciprocal Easement Agreement with the consent of Agent, such consent not to be unreasonably withheld or delayed. (b). Borrower hereby agrees that it shall not permit Mortgage Borrower to institute or prosecute (and shall use commercially reasonable efforts to prevent any other Person from instituting or prosecuting) an Action for Partition. (c). Borrower hereby agrees that, in the event of a casualty or condemnation, any proceeds and awards with respect to the Property (including any Joint Management Area) shall be held by Agent (if not held by Mortgage Agent); provided that, so long as no Event of Default has occurred and is continuing, and further provided that Mortgage Borrower is required to restore the Property, all such proceeds and awards shall be disbursed to Mortgage Borrower for Restoration purposes pursuant to Section 5.3.2 of the Mortgage Loan Agreement. Furthermore, to the extent that Mortgage Borrower has such right under the Reciprocal Easement Agreement, Mortgage Borrower shall require that any insurance proceeds or condemnation awards related to the Residential Project (as defined in the Reciprocal Easement Agreement) be held by (i) Agent (or Agent’s servicer) (if not held by Mortgage Agent or Mortgage Agent’s successor), or (ii) a trustee reasonably acceptable to Agent, pursuant to Section 7.2(f) of the Reciprocal Easement Agreement. (d). Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, subject to the rights of the Mortgage Agent, Agent may vote in place of Mortgage Borrower under the Reciprocal Easement Agreement and may exercise any and all of Mortgage Borrower’s rights thereunder. Subject to the rights of the Mortgage Agent, Mortgage Borrower hereby irrevocably appoints Agent as Mortgage Borrower’s attorney-in-fact, coupled with an interest, to vote under the Reciprocal Easement Agreement as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder.

Reciprocal Easement Agreement. (a). Borrower shall cause Mortgage Borrower to (i) promptly and faithfully observe, perform and comply with all Attached hereto as Exhibit "E" is the material terms, covenants and provisions form of the Reciprocal Easement Agreement on its part REA. The REA, subject to such changes as Seller may require (whether to satisfy governmental requirements or otherwise), which changes shall be observed, performed and complied withsubject to Buyer's prior written consent which shall not be unreasonably withheld (Buyer hereby consents to the inclusion in the REA, at the times set forth thereinsole and absolute option of Seller, and to do all things reasonably necessary to preserve unimpaired its rights thereunder; (ii) not do, permit, suffer or refrain from doing anything that reasonably would be expected to cause a material default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (iiirestriction contemplated in Section 8(c) not cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the material terms thereof Buyer's Supplemental Declaration attached hereto and not made a part hereof as Exhibit "H"), shall, as a condition to release any party thereto other than Mortgage Borrower Closing, be executed by all necessary parties at or prior to Closing and shall be recorded in the public records promptly thereafter. Additionally, Seller agrees that the unilateral right of Seller to shift the north-south accessway in the middle of the parking area in the event a direct entrance into the Center is permitted from any material obligation imposed upon it thereby; Xxxxxxx Drive, as contemplated in paragraph 2(a) and (ivc) give Agent prompt written notice of any material default by anyone thereunder and promptly deliver to Agent copies of each notice of default and copies of all other material noticesthe REA, communications, plans, specifications and other similar instruments received or delivered by Mortgage Borrower shall be conditioned upon Seller's developing the Center in connection accordance with the Reciprocal Easement Agreementalternative site plan attached hereto as Exhibit "F," as same may be changed with Buyer's consent, not unreasonably withheld (the "Alternative Site Plan"). Notwithstanding anything Further, Seller agrees that if such direct entrance from Rendall Drive is to be constructed and same is not constructed (and completed) prior to the contrary contained in this Section 4.1.11, provided no Event date Buyer completes construction of Default shall be continuing, Mortgage Borrower shall have the right to make amendments to the Reciprocal Easement Agreement its building and opens for business with the consent public (the "Opening Date"), then, commencement of Agent, the construction of such consent entrance shall not to be unreasonably withheld or delayed. occur until after six (b)6) months from the Opening Date. Borrower hereby Seller agrees that it shall will not permit Mortgage Borrower to institute or prosecute (and shall use commercially reasonable efforts to prevent any other Person from instituting or prosecuting) an Action for Partition. (c). Borrower hereby agrees that, in the event of a casualty or condemnation, any proceeds and awards with respect commence such construction activities prior to the Property (including any Joint Management Area) shall Opening Date unless it has in good faith determined that the construction of the entrance will be held completed before the Opening Date, as same may be reasonably projected by Agent (if not held by Mortgage Agent); provided that, so long as no Event of Default has occurred and is continuingBuyer, and further provided the contract relating to the construction of such entrance requires that Mortgage Borrower is required same be completed prior to restore the Property, all such proceeds and awards Buyer's projected Opening Date. Seller shall be disbursed to Mortgage Borrower for Restoration purposes pursuant to Section 5.3.2 give Buyer not less than thirty (30) days' advance notice of the Mortgage Loan Agreement. Furthermore, to the extent that Mortgage Borrower has such right under the Reciprocal Easement Agreement, Mortgage Borrower shall require that any insurance proceeds or condemnation awards related to the Residential Project (as defined in the Reciprocal Easement Agreement) be held by (i) Agent (or Agent’s servicer) (if not held by Mortgage Agent or Mortgage Agent’s successor), or (ii) a trustee reasonably acceptable to Agent, pursuant to Section 7.2(f) date on which construction of the Reciprocal Easement Agreemententrance is expected to commence. (d). Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, subject to the rights of the Mortgage Agent, Agent may vote in place of Mortgage Borrower under the Reciprocal Easement Agreement and may exercise any and all of Mortgage Borrower’s rights thereunder. Subject to the rights of the Mortgage Agent, Mortgage Borrower hereby irrevocably appoints Agent as Mortgage Borrower’s attorney-in-fact, coupled with an interest, to vote under the Reciprocal Easement Agreement as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder.

Reciprocal Easement Agreement. (a). ) Borrower shall cause Mortgage Borrower to (i) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of the Reciprocal Easement Agreement on its part to be observed, performed and complied with, at the times set forth therein, and to do all things reasonably necessary to preserve unimpaired its rights thereunder; (ii) not do, permit, suffer or refrain from doing anything that reasonably would be expected to cause a material default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (iii) not cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the material terms thereof and not to release any party thereto other than Mortgage Borrower from any material obligation imposed upon it thereby; and (iv) give Agent prompt written notice of any material default by anyone thereunder and promptly deliver to Agent copies of each notice of default and copies of all other material notices, communications, plans, specifications and other similar instruments received or delivered by Mortgage Borrower in connection with the Reciprocal Easement Agreement. Notwithstanding anything to the contrary contained in this Section 4.1.11, provided no Event of Default shall be continuing, Mortgage Borrower shall have the right to make amendments to the Reciprocal Easement Agreement with the consent of Agent, such consent not to be unreasonably withheld or delayed. (b). ) Borrower hereby agrees that it shall not permit Mortgage Borrower to institute or prosecute (and shall use commercially reasonable efforts to prevent any other Person from instituting or prosecuting) an Action for Partition. (c). ) Borrower hereby agrees that, in the event of a casualty or condemnation, any proceeds and awards with respect to the Property (including any Joint Management Area) shall be held by Agent (if not held by Mortgage Agent); provided that, so long as no Event of Default has occurred and is continuing, and further provided that Mortgage Borrower is required to restore the Property, all such proceeds and awards shall be disbursed to Mortgage Borrower for Restoration purposes pursuant to Section 5.3.2 of the Mortgage Loan Agreementhereof. Furthermore, to the extent that Mortgage Borrower has such right under the Reciprocal Easement Agreement, Mortgage Borrower shall require that any insurance proceeds or condemnation awards related to the Residential Project (as defined in the Reciprocal Easement Agreement) be held by (i) Agent (or Agent’s servicer) (if not held by Mortgage Agent or Mortgage Agent’s successor), or (ii) a trustee reasonably acceptable to Agent, pursuant to Section 7.2(f) of the Reciprocal Easement Agreement. (d). ) Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, subject to the rights of the Mortgage Agent, Agent may vote in place of Mortgage Borrower under the Reciprocal Easement Agreement and may exercise any and all of Mortgage Borrower’s rights thereunder. Subject to the rights of the Mortgage Agent, Mortgage Borrower hereby irrevocably appoints Agent as Mortgage Borrower’s its attorney-in-fact, coupled with an interest, to vote under the Reciprocal Easement Agreement as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder.

Reciprocal Easement Agreement. (a). 1) Borrower shall cause Mortgage Borrower to (i) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of the Reciprocal Easement Agreement on its part to be observed, performed and complied with, at the times set forth therein, and to do all things reasonably necessary to preserve unimpaired its rights thereunder; (ii) not do, permit, suffer or refrain from doing anything that reasonably would be expected to cause a material default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (iii) not cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the material terms thereof and not to release any party thereto other than Mortgage Borrower from any material obligation imposed upon it thereby; and (iv) give Agent prompt written notice of any material default by anyone thereunder and promptly deliver to Agent copies of each notice of default and copies of all other material notices, communications, plans, specifications and other similar instruments received or delivered by Mortgage Borrower in connection with the Reciprocal Easement Agreement. Notwithstanding anything to the contrary contained in this Section 4.1.11, provided no Event of Default shall be continuing, Mortgage Borrower shall have the right to make amendments to the Reciprocal Easement Agreement with the consent of Agent, such consent not to be unreasonably withheld or delayed. (b). a) Borrower hereby agrees that it shall not permit Mortgage Borrower to institute or prosecute (and shall use commercially reasonable efforts to prevent any other Person from instituting or prosecuting) an Action for Partition. (c). b) Borrower hereby agrees that, in the event of a casualty or condemnation, any proceeds and awards with respect to the Property (including any Joint Management Area) shall be held by Agent (if not held by Mortgage Agent); provided that, so long as no Event of Default has occurred and is continuing, and further provided that Mortgage Borrower is required to restore the Property, all such proceeds and awards shall be disbursed to Mortgage Borrower for Restoration purposes pursuant to Section 5.3.2 of the Mortgage Loan Agreementhereof. Furthermore, to the extent that Mortgage Borrower has such right under the Reciprocal Easement Agreement, Mortgage Borrower shall require that any insurance proceeds or condemnation awards related to the Residential Project (as defined in the Reciprocal Easement Agreement) be held by (i) Agent (or Agent’s servicer) (if not held by Mortgage Agent or Mortgage Agent’s successor), or (ii) a trustee reasonably acceptable to Agent, pursuant to Section 7.2(f) of the Reciprocal Easement Agreement. (d). c) Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, subject to the rights of the Mortgage Agent, Agent may vote in place of Mortgage Borrower under the Reciprocal Easement Agreement and may exercise any and all of Mortgage Borrower’s rights thereunder. Subject to the rights of the Mortgage Agent, Mortgage Borrower hereby irrevocably appoints Agent as Mortgage Borrower’s its attorney-in-fact, coupled with an interest, to vote under the Reciprocal Easement Agreement as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder.

Reciprocal Easement Agreement. At any time during the Term, the owner of either the Property or the Additional Property or their respective successors-in-interest with respect to the Property or Additional Property, as the case may be, upon the receipt of a written request from the other party (a). Borrower solely as used in this Section, the "Initiating Party") shall cause Mortgage Borrower execute, acknowledge and deliver to the Initiating Party a Reciprocal Easement Agreement, which agreement shall be substantially in the form attached hereto as Exhibit D, subject to mutually satisfactory revisions as are reasonably necessary to reflect the then applicable circumstances, and in any event shall (i) promptly and faithfully observe, perform and comply with all provide that the material terms, covenants and provisions owner of the Reciprocal Easement Agreement Property grant to the owner of the Additional Property: (a) a non-exclusive, perpetual easement across the Property at one or more access points determined by the owner of the Additional Property and reasonably acceptable to the owner of the Property for vehicular and pedestrian ingress and egress to and from Additional Property and Xxxxx Road, (b) a non-exclusive, perpetual easement in and to all roadways, sidewalks, pathways (including, without limitation, the jogging track) then or thereafter located on its part Property, (c) a non-exclusive, perpetual easement in, on, above, and under the Property for the purpose of installing and maintaining water, sewerage, telecommunication, and similar utility lines and appurtenances to the extent that any such utilities lines or appurtenances may not otherwise be observedprovided to the Additional Property through existing and contiguous easements or public right of ways at locations reasonably acceptable to the owner of the Property, performed (d) a non-exclusive, perpetual easement, in, on, above, and complied withunder the Property to use any and all drainage xxxxxx, stormwater sewers, catch basins, and retention ponds then or thereafter located on the Property for stormwater discharge from the Additional Property, together with the right to relocate at the times sole cost and expense of the owner of the Additional Property, any of the foregoing easements set forth thereinin clauses (a) through (d) above to other locations reasonably acceptable to the owner of the Property, (e) with the prior approval of the utility service provider and appropriate arrangements with such provider for direct billing for any such utility service, the right to do all things reasonably right to "tap in" to any lateral water, sewer or other utility line located on the Property as may be necessary or desirable to preserve unimpaired provide adequate water, sewer or other utility service to the Additional Property, whereupon the owner of the Additional Property shall, if direct billing to such owner is not available, pay to the owner of the Property its rights thereunder; pro rata share of the cost providing such utility service as determined by one or more submeters installed and maintained by the owner of the Property, (ii) not do, permit, suffer or refrain from doing anything provide that reasonably would be expected to cause a material default under any the owner of the terms thereof beyond Additional Property grant to the giving owner of the Property: (a) a non-exclusive, perpetual easement in and to all roadways, sidewalks, pathways (including, without limitation, the jogging track) then or thereafter located on Additional Property, and (b) a non-exclusive, perpetual easement in, on, above, and under the Additional Property for the purpose of installing and maintaining water, sewerage, telecommunication, and similar utility lines and appurtenances to the extent that any required notice such utilities lines or appurtenances may not otherwise be provided to the Property through existing and contiguous easements or public right of ways, (c) a non-exclusive, perpetual easement, in, on, above, and under the expiration of Additional Property to use any applicable cure period; and all drainage xxxxxx, stormwater sewers, catch basins, and retention ponds then or thereafter located on the Additional Property for stormwater discharge from the Property, and (iii) not cancelhave more than a de minimis adverse effect on the use, surrender, modify, amend economic life or in any way alter or permit value of the alteration Property. Such Reciprocal Easement Agreement shall recognize Tenant's right to enter upon the Additional Property for purposes of causing the removal of any "bridge" structure connecting the Improvements to any improvements on the Additional Property and otherwise completing the work necessary to cause the separation of the material terms thereof and not to release any party thereto other than Mortgage Borrower Improvements from any material obligation imposed upon it thereby; improvements on the Additional Property in accordance with Section 10.2 of this Lease. In connection with Landlord's agreement above, Tenant shall pay all reasonable out-of-pocket costs of the Landlord, the Owner Participant and the Indenture Trustee in connection therewith (iv) give Agent prompt written notice including, without limitation, the reasonable fees of any material default by anyone thereunder attorneys and promptly deliver to Agent copies the reasonable fees and necessary out-of-pocket expenses of each notice of default and copies of all other material noticesthe architects, communicationsengineers, plansplanners, specifications appraisers and other similar instruments received professionals retained by Landlord, the Owner Participant or delivered by Mortgage Borrower the Indenture Trustee in connection with the Reciprocal Easement Agreementtherewith). Notwithstanding anything to the contrary contained in this Section 4.1.11, provided no Event of Default shall be continuing, Mortgage Borrower Either party shall have the right to make amendments to record the Reciprocal Easement Agreement with at the consent of Agent, such consent not to be unreasonably withheld or delayed. (b). Borrower hereby agrees that it shall not permit Mortgage Borrower to institute or prosecute (sole cost and shall use commercially reasonable efforts to prevent any other Person from instituting or prosecuting) an Action for Partition. (c). Borrower hereby agrees that, in the event of a casualty or condemnation, any proceeds and awards with respect to the Property (including any Joint Management Area) shall be held by Agent (if not held by Mortgage Agent); provided that, so long as no Event of Default has occurred and is continuing, and further provided that Mortgage Borrower is required to restore the Property, all such proceeds and awards shall be disbursed to Mortgage Borrower for Restoration purposes pursuant to Section 5.3.2 expense of the Mortgage Loan Agreement. Furthermore, to the extent that Mortgage Borrower has such right under the Reciprocal Easement Agreement, Mortgage Borrower shall require that any insurance proceeds or condemnation awards related to the Residential Project (as defined in the Reciprocal Easement Agreement) be held by (i) Agent (or Agent’s servicer) (if not held by Mortgage Agent or Mortgage Agent’s successor), or (ii) a trustee reasonably acceptable to Agent, pursuant to Section 7.2(f) of the Reciprocal Easement Agreementparty so recording. (d). Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, subject to the rights of the Mortgage Agent, Agent may vote in place of Mortgage Borrower under the Reciprocal Easement Agreement and may exercise any and all of Mortgage Borrower’s rights thereunder. Subject to the rights of the Mortgage Agent, Mortgage Borrower hereby irrevocably appoints Agent as Mortgage Borrower’s attorney-in-fact, coupled with an interest, to vote under the Reciprocal Easement Agreement as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder.