Common use of Granting of Easements Clause in Contracts

Granting of Easements. If no Material Event of Default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the 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 mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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. If Provided that no Material Event of Default hereunder has 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): (i) the granting, with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power entering into, 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; provided, (v) execute petitions 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 Leased Property annexed to any municipal corporation or utility districtrequest of Grantor, (vi) execute amendments to any covenants and restrictions affecting the Leased Property at Grantor's sole cost and (vii) expense, execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, instruments necessary or appropriate to make or confirm any such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the 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, licensegrant, release, right of waydedication, petitiontransfer, amendment annexation 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 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 Leaseamendment.

Granting of Easements. If Provided that no Material Lease Event of Default hereunder has occurred and 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)) to (i) subject to the terms of Section 15.3, with respect to their sell, assign, convey or otherwise transfer an interest in the Leased Property 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 mortgagee, 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 only if Landlord release, dedication, transfer or amendment, 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 materially 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 or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any being paid for said sale, grant easement, license, release, right of 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 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 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 Leasecase may be.

Granting of Easements. If no Material "Event of Default hereunder Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute an "Event of Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainSecured Agreements or the Indenture, (ii) grantthe Mortgagors may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagors may reconvey existing easements, licenses, rights-of-way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such and the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to confirm and grant or 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagors stating (i) that such grant or reconveyance will not impair the effective use or value of, or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagors; and (3) an opinion of independent counsel that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagors or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If Provided that no Material Lease Event of Default hereunder has occurred and 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)) to (i) subject to the terms of Article XIV, with respect to their sell, assign, convey or otherwise transfer an interest in the 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 mortgagee, 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 only if Landlord release, dedication, transfer or amendment, 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 materially 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 or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any being paid for said sale, grant easement, license, release, right of 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 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 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 Leasecase may be.

Granting of Easements. If no Material Event "Default" or any condition or event which, with the giving of Default hereunder notice or the passage of time or both would constitute a "Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainSecured Agreements or the Indenture, (ii) grantthe Mortgagors may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage, or the Mortgagors may reconvey existing easements, licenses, rights-of-way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such and the Mortgagee agrees to execute and deliver or cause to be executed and delivered any instruments necessary or appropriate to confirm and 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagors stating (i) that such grant or reconveyance will not impair the effective use or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagors; and (3) an opinion of independent counsel that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagors or the Mortgagee may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If no Material Event "Defaults" or any condition or event which, with the giving of Default hereunder notice or the passage of time or both would constitute a "Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainSecured Agreements or the Indenture, (ii) grantthe Mortgagor may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such and the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to confirm and grant or 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business or the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If no Material Event 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 in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in the 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 mortgageeLender, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only 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 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 mortgageeLender, 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.

Granting of Easements. If no Material Event of Default hereunder has occurred 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 interest the prior written consent of the Owners of not less than a majority in aggregate principal amount of the Leased Property to any person legally empowered to take such interest under the power of eminent domain, Bonds Outstanding (iia) 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 mortgagee, instrument 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 and 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 being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 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. If no Event of Default shall have happened and be continuing, any payments or other consideration received by the Lessee for any such grant or with respect to or under any such agreement or other arrangement shall be and remain the property of the Lessee, but in the event of the termination of this Lease or default of the Lessee, all rights then existing of the Lessee with respect to or under such grant shall inure to the benefit of and be exercisable by the City and the Trustee.

Granting of Easements. If no Material Event "Default" or any condition or event which, with the giving of Default hereunder notice or the passage of time or both would constitute a "Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainSecured Agreements or the Indenture, (ii) grantthe Mortgagor may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such and the Trustee agrees to execute and deliver or cause to be executed and delivered any instrument necessary or appropriate to confirm and grant or 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has upon receipt of: (1) a copy of the instrument of grantor reconveyance; (2) a written statement signed by an officer of the Mortgagor stating (i) that such grant or reconveyance will not been granted impair the effective use or releasedinterfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this Mortgage, and will not violate the terms, convenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to perform all obligations of the grantor Mortgaged Property or party effecting the release under such instrument of grant or release during the Term of this LeaseIndenture.

Granting of Easements. If no Material "Default" or "Event of Default hereunder Default" or any condition or event which, with the giving of notice or the passage of time or both would constitute a "Default" or "Event of Default" has occurred under the Lease Agreement, the Guaranty or this Mortgage, the Mortgagor may at any time or times 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)the Company, with respect to their interest in the 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-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges in without consideration, and 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 Trustee agrees 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 or cause to be executed and delivered any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, instrument 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 and 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or value or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If So long as no Material Event of 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 interest in the 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 mortgageeLessor, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but 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 materially 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 or Landlord’s mortgagee’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 reasonably satisfactory to Landlord and Landlord’s mortgagee, 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 LeaseSection 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. If no Material Event "Default" or any condition or event which, with the giving of Default hereunder notice or the passage of time or both would constitute a "Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainSecured Agreements or the Indenture, (ii) grantthe Mortgagor may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such and the Trustee agrees to execute and deliver or cause to be executed and delivered any instruments necessary or appropriate to confirm and 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detrimental to the proper conduct of the business of Mortgagor; and (3) an opinion of independent counsel that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.

Granting of Easements. If no Material Event Rights of Default hereunder has occurred Way; Releases and is continuing, Landlord will join with TenantSubstitutions of Property. Subject to the terms of the Leasehold Mortgage, from time to time during the term hereof and so long as there is not an existing Event of Default under the Facilities Agreement and there has not occurred an Event of Nonappropriation that has not been waived by the Lender, the Corporation, at the request of Tenant (the City and at Tenant’s sole cost and expense)with the prior written consent of the Lender, may execute such instruments as are necessary to provide for the granting of easements or rights of way for road construction, utilities, or in such other instances as the City certifies are not inconsistent or incompatible with the continued use of the balance of the New Facilities Real Property for their intended purposes. Such instruments may include a termination of this Base Lease with respect to their interest in the 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 portion of the Leased New Facilities Real Property for road, highway as is affected thereby or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation an acceptance or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness acknowledgement of the Leased Property or materially impair the fair market value right of the Leased Property grantee of such easement or materially impair Landlord’s or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 to continue to use such property notwithstanding the exercise of any rights or other right remedies afforded to the Corporation hereunder or privilege under the Facilities Agreement. Any request from the City hereunder shall be accompanied by copies of any instruments proposed to be executed together with a certificate from the City to the effect that (i) the continued use of the New Facilities Real Property affected thereby will not be impaired or hampered thereby; (ii) access to the New Facilities Real Property for ingress and egress will be adequate; and (iii) that the value of the New Facilities Real Property to the City will not be significantly diminished thereby. The Corporation may also terminate this Base Lease with respect to any portion of the New Facilities Real Property deemed excess or unneeded for the continued operation of the New Facilities for the purposes for which they were designed or are then being used, and release its interest in such portion to the City, upon receipt by the Corporation of the following (i) a plat showing the location of the New Facilities and the portion of the New Facilities Real Property deemed excess and unneeded; (ii) an amendment to Exhibit A hereto revising the description of the affected parcel of property; (iii) a certificate from an engineer or architect stating that the remaining New Facilities Real Property will be adequate for the continued operation of the New Facilities for the purposes for which they were designed or are then being used including a certification that there will be adequate access to the remaining New Facilities Real Property for ingress and egress; (iv) a certification from the City that the portion of the New Facilities Real Property being released from the provisions hereof is excess to or unneeded for the continued operation of the New Facilities for the purposes of which they were designed or are then being used; and (v) written consent of the Lender. The City shall not be obligated to compensate the Corporation for the removal of any property or for any conveyance or grant of an easement or right-of-way under the provisions hereof and any consideration paid in connection therewith shall be transferred over to the City so long as there is not an existing Event of Default under the Facilities Agreement and no Event of Nonappropriation has occurred that has not been granted waived by the Lender. The Corporation shall have no obligation or released, and responsibility to perform all obligations of the grantor prepare or party effecting the release under such record any instrument of grant or release during the Term of this Leaseauthorized hereunder.

Granting of Easements. If no Material Event 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 in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in the 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 mortgageeLender, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only 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 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 mortgageeLender, 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 no Material Event "Default" or any condition or event which, with the giving of Default hereunder notice or the passage of time or both would constitute a "Default" has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interest in the Leased Property to any person legally empowered to take such interest under the power of eminent domainGuaranty or this Mortgage, (ii) grantthe Mortgagor may at any time or times, in the ordinary course of business, grant easements, licenses, rights-of-way (including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in the Mortgaged Property, free from the lien and security interest afforded by or under this Mortgage or the Mortgagor may reconvey existing easements, licenses, rights-of-way and other rights and privileges in without consideration, and 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 Trustee agrees 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 or cause to be executed and delivered any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s mortgagee, instrument 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 and 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 convey any being paid for said sale, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to 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 grant or privilege has not been granted or released, and to perform all obligations upon receipt of: (1) a copy of the grantor or party effecting the release under such instrument of grant or release during reconveyance; (2) a written statement signed by an officer of the Term Mortgagor stating (i) that such grant or reconveyance will not impair the effective use or interfere with the operation of the Mortgaged Property and (ii) that such grant or reconveyance is not detri- mental to the proper conduct of the business of the Mortgagor; and (3) an opinion of Independent Counsel (as defined in the Indenture) that such grant or reconveyance will not materially weaken, diminish or impair the security afforded pursuant to the terms of this LeaseMortgage, and will not violate the terms, covenants or conditions of any agreement or grant which the Mortgagor or the Issuer may have with the United States, the State of New Jersey or any agency, department or political subdivision thereof with respect to the Mortgaged Property or the Indenture.