Common use of Granting of Easements Clause in Contracts

Granting of Easements. Provided that no Event of 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 coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at Grantor's sole cost and expense: (i) the granting, entering into, amendment and modification, of easements, licenses, rights of way, building and use restrictions and similar agreements affecting the 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) the seeking of any zoning variances or modifications to existing zoning; (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain to the Mortgaged Property (and the execution and delivery of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication or transfer of portions of the Mortgaged Property for road, highway or other public purposes; provided, however, that in each case the easement, building and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoing, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, annexation or amendment.

Granting of Easements. Provided that no Lease Event of Default shall have occurred or Bankruptcy Default is continuing, Lessor will join with Lessee from time to time at the request of Lessee (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 coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at GrantorLessee's sole cost and expense: ) to (i) subject to the grantingterms of Article XIV, entering intosell, amendment and modificationassign, convey or otherwise transfer an interest in either Property to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) the seeking of any zoning variances or modifications to release existing zoning; easements and appurtenances which benefit either Property, (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain subject to the Mortgaged Property (and the execution and delivery terms of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication Article XIV, dedicate or transfer of unimproved portions of the Mortgaged either Property for road, highway or other public purposes; provided, however(v) execute petitions to have either Property annexed to any municipal corporation or utility district, that in each case the easement, building and use restriction, other agreement, (vi) execute any amendment, modificationtermination or supplement of or to any Land Agreement, termination, release, application, dedication or transfer shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoingnew Land Agreement, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, (vii) execute and deliver any instruments instrument necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 8.4 to any Person; provided that Lessor shall not be required to take any such action, and Lessee shall not effect any such action or grant, release, dedication, transfer, annexation transfer or amendment, unless Lessor shall have received a certificate of an authorized officer of Lessee stating that such grant or release, or such dedication, transfer or amendment, as the case may be, shall not adversely affect the utility, economic useful life or residual value of the affected Property or reduce the fair market value of the Traville Facility or Manufacturing Facility below the Traville Lease Balance or Manufacturing Lease Balance, respectively, and each Property shall comply with all Applicable Laws after such grant or release, or such dedication, transfer or amendment, as the case may be.

Granting of Easements. Provided that If no Event event of Default shall have default hereunder has occurred and be continuing or shall result therefromis continuing, Beneficiary hereby consents in each instance Landlord will join with Tenant, from time to time at the following actions by Grantor, in the name request of Tenant (and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at Grantor's 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 grantingpower of eminent domain, entering into(ii) grant, amendment and modificationin the ordinary course of business, of easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release, in the seeking ordinary course of any zoning variances or modifications to business, existing zoning; easements and appurtenances which benefit the Leased Property, (iv) 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 dedicate or transfer of unimproved portions of the Mortgaged 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 each case the easement, building and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer 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 commercially reasonable terms and 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 such a nature to qualify 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 Permitted Lien. Without limiting result of any decrease in the effectiveness of the foregoing, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, annexation or amendmentCPI.

Granting of Easements. Provided that no Lease Event of Default shall have occurred or Bankruptcy Default is continuing, Lessor will join with Lessee from time to time at the request of Lessee (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 coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at GrantorLessee's sole cost and expense: ) to (i) subject to the grantingterms of Article XIV, entering intosell, amendment and modificationassign, convey or otherwise transfer an interest in the Properties to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release existing easements and appurtenances which benefit the seeking of any zoning variances or modifications to existing zoning; Properties, (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain subject to the Mortgaged Property (and the execution and delivery terms of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication Article XIV, dedicate or transfer of unimproved portions of the Mortgaged Property Properties for road, highway or other public purposes; provided, however(v) execute petitions to have the Properties annexed to any municipal corporation or utility district, that in each case the easement, building and use restriction, other agreement, (vi) execute any amendment, modificationtermination or supplement of or to any Land Agreement, termination, release, application, dedication or transfer shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoingnew Land Agreement, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, (vii) execute and deliver any instruments instrument necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 8.4 to any Person; provided that Lessor shall not be required to take any such action, and Lessee shall not effect any such action or grant, release, dedication, transfer, annexation transfer or amendment, unless Lessor shall have received a certificate of an authorized officer of Lessee stating that such grant or release, or such dedication, transfer or amendment, as the case may be, shall not materially reduce below the Lease Balance the fair market value of the Properties and the Properties shall comply with all Applicable Laws after such grant or release, or such dedication, transfer or amendment, as the case may be.

Granting of Easements. (a) Provided that no Event of Default shall have has occurred and be continuing or shall result therefromis continuing, Beneficiary hereby consents in each instance Lessor will join with Lessee from time to time at the following actions by Grantor, in the name request of Lessee (and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at Grantor's Lessee’s sole cost and expense: ) to (i) the granting, entering into, amendment and modification, of easements, licenses, rights of way, building and use restrictions and similar agreements affecting the 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) the seeking of any zoning variances or modifications to existing zoning; (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain subject to the Mortgaged terms of Article XIV, (x) sell, assign, convey or otherwise transfer an interest in the Property (and to any Person legally empowered to take such interest under the execution and delivery power of any agreements or other instruments which are necessary or desirable in connection therewith); eminent domain and (vy) the dedication dedicate or transfer of unimproved portions of the Mortgaged Property for road, highway or other public purposes, (ii) grant easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release existing easements and appurtenances which benefit the Property, (iv) execute petitions to have the Property annexed to any municipal corporation or utility district, (v) execute amendments to any covenants and restrictions affecting the Property and (vi) execute and deliver any instrument, in form and substance reasonably acceptable to Lessor, necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 25.11 to any Person; providedprovided that Lessor shall have received a certificate of an authorized officer of Lessee stating that such grant or release, howeveror such dedication, that in each case the easement, building and use restriction, other agreement, transfer or amendment, modificationas the case may be, termination, release, application, dedication or transfer set forth in clause (i) through (vi) does not impair (other than to an immaterial extent) the usefulness of the Property for the purposes for which the Property is then generally being used and does not impair (other than to an immaterial extent) the fair market value of the Property. Any dispute under this Section 25.11 shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. resolved by the Arbitration Procedure. (b) Without limiting the effectiveness 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 Lessor may reasonably request to effect (i) the conveyance to LIPA of an easement interest in respect of the Current LIPA Area, (ii) any conveyance by LIPA to Lessor of a fee or other interest in respect of the Former LIPA Area, (iii) any conveyance of a fee, easement and/or rights in respect of the Pump Station Area, including rights to maintain, repair and replace underground pipes, conduits and the like on the Property outside of the Pump Station Area running between the Pump Station Area and the outer boundaries of the Land, which pipes, conduits and the like would service the Property and/or other properties, and including necessary or appropriate rights of access and egress in connection with the foregoing, and/or (iv) the implementation of the road abandonment plan shown depicted in Exhibit E hereto, and Lessor hereby agrees that it will execute and deliver such agreements, instruments and other documents, including resolutions or other evidence of authority, as may be 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 provided that 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 the immediately preceding sentence, and the parties will execute and record a confirmatory amendment of this Lease, to reflect any such inclusion and/or exclusion. (c) Provided no Event of Default shall have has occurred and be is continuing or hereunder, each Mortgagee shall result therefrom, Beneficiary shall, upon the request of Grantorconsent to, and at Grantor's sole cost and expense, shall execute and deliver any such agreements, instruments and other documents as Lessee may request and as shall be reasonably necessary or appropriate to confirm 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 extent that any consideration is required to be paid or given by Lessor to LIPA in consideration for such grantconveyance (in addition to the conveyance described in Section 25.11(b)(i)) and/or obligations (other than ministerial obligations such the execution and delivery of documents) to be performed or liabilities to be assumed by Lessor in connection therewith, releasethen, dedicationas 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)), transferLessee shall (as applicable) pay such consideration and/or agree with Lessor to perform such obligations and/or indemnify Lessor against such liabilities in accordance with and subject to terms and conditions set forth in Section 20.1; (ii) With respect to any conveyance described in Section 25.11(b)(ii), (i) Lessee shall duly execute deliver and record a subordination, annexation non-disturbance and attornment agreement substantially similar to the Mortgagee Nondisturbance Agreement attached as Exhibit D to this Lease modified to reflect the new description of the Property (which Mortgagee shall execute in counterpart and deliver to Lessee), and (ii) Lessee shall deliver a bargain and sale deed from LIPA the then-owner of the Former LIPA Area with a covenant against grantor’s act, subject only to the Permitted Liens and such other matters as do not adversely affect the value or amendmentuse of the balance of the Property. (B) Lessee shall deliver to Lessor for its review the proposed purchase and sale agreement between Lessor and LIPA not less than ten (10) days before Lessor is requested to sign such agreement, and subsequent drafts as the same are prepared, which agreement (subject to the other provisions hereof) shall be reasonably acceptable to Lessor; (C) Lessee shall obtain for Lessor an owner’s title insurance policy on the then-current ALTA form from Chicago Title Insurance Company insuring Lessor that title to the Former LIPA Area is vested in Lessor free of any Liens (other than as described in (A) above, and insuring that no gores or strips separate the Former LIPA Area from the balance of Property, provided that the same can be purchased at reasonable cost (it being agreed that a premium for such policy and endorsement of up to $2,000 based on a purchase price for the Former LIPA Area of $350,000 is reasonable). (iii) With respect to any conveyance described in Section 25.11(b)(iii), (A) Lessee shall deliver to Lessor and Mortgagee reasonable evidence that the balance of the Property remaining after such conveyance (the “Remaining Parcel”) shall remain as one or more separate, legally subdivided parcels, comply with applicable zoning ordinances, parking requirements and other Applicable Laws and Restrictions and have available to it all utility services reasonably necessary or convenient to the use and operation thereof (taking into account services available to it from the Pump Station Area) (it being agreed, without limitation, that a PZR report shall be sufficient for these purposes); and that no portion of the Remaining Parcel shall for any purpose whatsoever be part of a tax lot with all or as part of any of the Pump Station Area being released; and (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 current ALTA/ASCM standards showing the same detail as the survey 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-of-pocket costs and 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 this Section 25.11(b), provided that any specific, more limiting provision of Section 25.11(b) above shall govern over the general provisions of this clause (v).

Granting of Easements. Provided that So long as no Event of Default shall have occurred hereunder then exists, Lessor shall, from time to time at the request of Lessee (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 coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at GrantorLessee's sole cost and expense: ): (ia) grant, in the grantingordinary course of business, entering into, amendment and modification, of easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Propertynature of easements; (iib) release, in the release or termination ordinary course of business, existing easements, rights of way, building easements and use restrictions and similar agreements affecting appurtenances that benefit the Mortgaged PropertyLand; (iiic) the seeking of any zoning variances or modifications to existing zoning; (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain to the 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 dedicate or transfer of unimproved portions of the Mortgaged Property Land for road, highway or other public purposes; provided, however, that in each case (d) execute petitions to have the easement, building Land and use restriction, other agreement, amendment, modification, termination, release, application, dedication Improvements annexed to any municipal corporation or transfer shall be on commercially reasonable terms utility district; (e) execute amendments to any covenants and shall be of such a nature to qualify as a Permitted Lien. Without limiting restrictions affecting the effectiveness of the foregoing, Land and provided that no Event of Default shall have occurred Improvements; and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, (f) execute and deliver any instruments instrument, in form and substance reasonably acceptable to Lessor, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Lessor shall have received (i) a certificate from a vice president of Lessee stating that such grant or release is recommended in the ordinary course of Lessee's business, does not interfere with and is not detrimental to the conduct of business on the Premises and does not materially impair the usefulness of the Premises or materially impair the value of the Premises; (ii) a duly authorized and binding undertaking by Lessee that it will remain obligated under this Lease to the same extent as if such grant, release, dedication, transfer, annexation petition or amendmentamendment had not been made, and that Lessee will perform all obligations of Lessor under such instrument during the 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 Section 9.18 within 30 days after Lessee's request, then Lessor shall be deemed to have consented to such instrument, and Lessee is hereby granted a power of attorney, which power of attorney is coupled with an interest and is irrevocable, to execute any such instrument on behalf of Lessor.

Granting of Easements. Provided that If no Material Event of Default shall have hereunder has occurred and be continuing or shall result therefromis continuing, Beneficiary hereby consents in each instance Landlord will join with Tenant, from time to time at the following actions by Grantor, in the name request of Tenant (and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at Grantor's Tenant’s sole cost and expense: ), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domain, (iii) grant, in the grantingordinary course of business, entering into, amendment and modification, of easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release, in the seeking ordinary course of any zoning variances or modifications to business, existing zoning; easements and appurtenances which benefit the Leased Property, (iv) 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 dedicate or transfer of unimproved portions of the Mortgaged Leased Property for road, highway or other public purposes; provided, however(v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, that in each case (vi) execute amendments to any covenants and restrictions affecting the easement, building Leased Property and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer shall be on commercially reasonable terms and shall be of such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoing, and provided that no Event of Default shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, (vii) execute and deliver any instruments instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grantgrant 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 being paid for said sale, grant easement, license, release, dedicationright of way, transferpetition, annexation amendment or amendmentother such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to Landlord and Landlord’s mortgagee, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other 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.

Granting of Easements. Provided that no Lease Event of Default shall have occurred is continuing, the Lessor will join with the Lessee from time to time at the request of the Lessee (and be continuing or shall result therefrom, Beneficiary hereby consents in each instance to at the following actions by Grantor, in the name and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at GrantorLessee's sole cost and expense: ) to (i) subject to the grantingterms of Section 15.3, entering intosell, amendment and modificationassign, convey or otherwise transfer an interest in the Facility to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release existing easements and appurtenances which benefit the seeking of any zoning variances or modifications to existing zoning; Facility, (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain subject to the Mortgaged Property (and the execution and delivery terms of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication Section 15.3, dedicate or transfer of unimproved portions of the Mortgaged Property Facility for road, highway or other public purposes, (v) execute petitions to have the Facility annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement and (vii) execute and deliver any instrument necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 8.4 to any Person; provided, however, provided that in each case other than transfers pursuant to clause (i), the easement, building and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer Lessor shall not be on commercially reasonable terms and shall be of required to take any such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoingaction, and provided that no Event of Default the Lessee shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm not effect any such action or grant, release, dedication, transfer, annexation transfer or amendment, unless the Lessor shall have received a certificate of an authorized officer of the Lessee stating that such grant or release, or such dedication, transfer or amendment, as the case may be, shall not adversely affect the utility, economic useful life or residual value of the Facility or reduce the fair market value of the Facility below the Lease Balance and the Facility shall comply with all Applicable Laws after such grant or release, or such dedication, transfer or amendment, as the case may be.

Granting of Easements. Provided that no Lease Event of Default shall have occurred is continuing, the Lessor will join with the Lessee from time to time at the request of the Lessee (and be continuing or shall result therefrom, Beneficiary hereby consents in each instance to at the following actions by Grantor, in the name and stead of Beneficiary and as the true and lawful attorney-in-fact of Beneficiary (which appointment is coupled with an interest) with full power and authority to execute and deliver documents on behalf of Beneficiary for the following purposes, but at Grantor's Lessee’s sole cost and expense: ) to (i) subject to the grantingterms of Section 15.3, entering intosell, amendment and modificationassign, convey or otherwise transfer an interest in the Facility to any Person legally empowered to take such interest under the power of eminent domain, (ii) grant easements, licenses, rights of way, building way and use restrictions other rights and similar agreements affecting privileges in the Mortgaged Property; (ii) the release or termination nature of existing easements, rights of way, building and use restrictions and similar agreements affecting the Mortgaged Property; (iii) release existing easements and appurtenances which benefit the seeking of any zoning variances or modifications to existing zoning; Facility, (iv) the application for, and obtaining of, any permits or approvals from any Governmental Authorities which pertain subject to the Mortgaged Property (and the execution and delivery terms of any agreements or other instruments which are necessary or desirable in connection therewith); and (v) the dedication Section 15.3, dedicate or transfer of unimproved portions of the Mortgaged Property Facility for road, highway or other public purposes, (v) execute petitions to have the Facility annexed to any municipal corporation or utility district, (vi) execute any amendment, termination or supplement of or to any Land Agreement, or a new Land Agreement and (vii) execute and deliver any instrument necessary or appropriate to make or confirm such grants, releases or other actions described above in this Section 8.4 to any Person; provided, however, provided that in each case other than involving transfers required by Applicable Laws pursuant to clause (i), the easement, building and use restriction, other agreement, amendment, modification, termination, release, application, dedication or transfer Lessor shall not be on commercially reasonable terms and shall be of required to take any such a nature to qualify as a Permitted Lien. Without limiting the effectiveness of the foregoingaction, and provided that no Event of Default the Lessee shall have occurred and be continuing or shall result therefrom, Beneficiary shall, upon the request of Grantor, and at Grantor's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm not effect any such action or grant, release, dedication, transfer, annexation transfer or amendment, unless the Lessor shall have received a certificate of an authorized officer of the Lessee stating that such grant or release, or such dedication, transfer or amendment, as the case may be, shall not adversely affect the utility, economic useful life or residual value of the Facility or reduce the fair market value of the Facility below the Lease Balance and the Facility shall comply with all Applicable Laws after such grant or release, or such dedication, transfer or amendment, as the case may be.