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
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 HAS OCCURRED AND IS CONTINUING
HEREUNDER, EACH MORTGAGEE SHALL CONSENT TO, AND SHALL EXECUTE AND DELIVER SUCH
AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS AS LESSEE MAY REQUEST AND AS SHALL
BE REASONABLY NECESSARY OR APPROPRIATE TO 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 CONVEYANCE (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, THEN, AS
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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)), LESSEE 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),
(A)
(I) LESSEE SHALL DULY EXECUTE DELIVER AND RECORD A SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT SUBSTANTIALLY SIMILAR TO THE MORTGAGEE
NONDISTURBANCE AGREEMENT