A DECLARATION OF
ENVIRONMENTAL RESTRICTIONS, A COPY OF WHICH PURCHASER HAS REVIEWED DURING ITS
DUE DILIGENCE AS PART OF THE DOCUMENTS, IS CURRENTLY RECORDED IN THE TITLE
RECORDS OF THE REAL PROPERTY (THE "EXISTING DEED NOTICE").
THE EXISTING DEED
NOTICE REFLECTS THAT CONTAMINATED HISTORIC FILL EXISTS AT THE REAL PROPERTY,
WHICH MUST BE CONTAINED AS PROVIDED IN THE EXISTING DEED NOTICE AND WHICH CANNOT
BE DISTURBED WITHOUT THE PRIOR CONSENT OF NJDEP.
PRIOR TO THE COMMENCEMENT OF
THE CONSTRUCTION OF THE BUILDING, AFE NOTIFIED THE NJDEP THAT IT INTENDED TO
DISTURB THE TWO FEET OF CLEAN FILL ACTING AS AN "ENGINEERING CONTROL" (AS THAT
TERM IS DEFINED IN ENVIRONMENTAL LAWS) OVER THE HISTORIC FILL AT THE REAL
PROPERTY, IN CONNECTION WITH ITS CONSTRUCTION ACTIVITIES.
AFE ALSO SOUGHT THE
CONSENT OF NJDEP TO DO SO.
AS A CONDITION TO NJDEP'S CONSENT TO THE
CONSTRUCTION ACTIVITIES AND THE DISTURBANCE OF THE ENGINEERING CONTROL, AFE
AGREED TO RECORD AN UPDATED DEED NOTICE REFLECTING THE CURRENT SITE CONDITIONS
AFTER THE CONSTRUCTION ACTIVITIES HAVE BEEN COMPLETED (THE "UPDATED DEED
NOTICE").
IN ORDER TO COMPLETE THE FOREGOING, SELLER ENTERED INTO A MEMORANDUM
OF AGREEMENT ("MOA") WITH THE NJDEP (A COPY OF WHICH HAS BEEN DELIVERED TO
PURCHASER AS PART OF THE DOCUMENTS) IN ORDER TO OBTAIN ITS APPROVAL TO RECORD
THE UPDATED DEED NOTICE IN THE TITLE RECORDS OF THE REAL PROPERTY AND TO REQUEST
A TERMINATION OF THE EXISTING DEED NOTICE AND SELLER RECORDED THE UPDATED DEED
NOTICE AND TERMINATION OF EXISTING DEED NOTICE, IN THE TITLE RECORDS OF THE REAL
PROPERTY IN ACCORDANCE WITH N.J.S.A. 58:10B-13.
PURCHASER HEREBY CONSENTS TO
THE UPDATED DEED NOTICE AND TERMINATION OF EXISTING DEED NOTICE BEING RECORDED
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AGAINST THE REAL PROPERTY, AND ACKNOWLEDGES THAT THE UPDATED DEED NOTICE AND
TERMINATION OF EXISTING DEED NOTICE CONSTITUTES A PERMITTED EXCEPTION.
(I)
APPROVALS.
FROM AND AFTER THE EFFECTIVE DATE, SELLER AND
PURCHASER SHALL ACT IN GOOD FAITH AND COOPERATE WITH EACH OTHER IN CONNECTION
WITH SELLER'S EFFORTS TO TIMELY OBTAIN THE APPROVALS, WHICH SHALL INCLUDE,
WITHOUT LIMITATION, EXECUTING DOCUMENTS, PROVIDING INFORMATION AS TO THE DIRECT
AND INDIRECT BENEFICIAL INTEREST HOLDERS IN PURCHASER, AND PROVIDING SUCH OTHER
INFORMATION AS THE APPLICABLE PARTY MAY REQUEST.
THE COSTS IN CONNECTION WITH
OBTAINING THE APPROVALS SHALL BE BORNE IN THE MANNER MORE PARTICULARLY SET FORTH
IN SECTION 10.5 OF THIS AGREEMENT.
PURCHASER ACKNOWLEDGES THAT A CERTIFICATE OF
SUBSTANTIAL COMPLETION WILL BE RECORDED AGAINST THE REAL PROPERTY AND WILL
CONSTITUTE A PERMITTED EXCEPTION.
SELLER WILL USE GOOD FAITH EFFORTS TO OBTAIN
SUCH ADDITIONAL CONSENTS FROM JCRA AS PURCHASER MAY REASONABLY REQUEST, BUT SUCH
ADDITIONAL CONSENTS SHALL NOT BE CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE
HEREUNDER.
WITHOUT PURCHASER'S PRIOR WRITTEN CONSENT, SELLER SHALL NOT, AND
SHALL CAUSE THE PROPERTY OWNER NOT TO, (A) AMEND OR MODIFY THE FINANCIAL
AGREEMENT, EXCEPT AS IT MAY BE AMENDED BY THE AMENDED FINANCIAL AGREEMENT, OR
(B) NEGOTIATE, SETTLE, COMPROMISE, OR CONSENT OR AGREE TO ANY CHANGE IN, THE
TOTAL PROJECT COST (AS DEFINED IN THE FINANCIAL AGREEMENT) IN ANY MANNER