LEGAL OPINION BY COUNSEL REASONABLY SATISFACTORY
TO LENDER (OR SUCH OTHER EVIDENCE AS WOULD BE REASONABLY ACCEPTABLE TO A PRUDENT
INSTITUTIONAL MORTGAGE LOAN LENDER), THAT THE OUT-PARCEL AND THE REMAINING
PROPERTY ARE EACH ENTITLED TO BE USED AND OCCUPIED AS OF RIGHT WITHOUT REFERENCE
TO OR RELIANCE ON THE OTHER PARCEL (EXCEPT WITH RESPECT TO EASEMENTS WHICH HAVE
BEEN REASONABLY APPROVED BY LENDER IN CONNECTION WITH AN OUT-PARCEL RELEASE
APPLYING THE STANDARDS OF A REASONABLY PRUDENT
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INSTITUTIONAL MORTGAGE LOAN LENDER) AND (II) EITHER (I) A LEGAL OPINION BY
COUNSEL REASONABLY SATISFACTORY TO LENDER OR A LETTER FROM THE APPLICABLE
MUNICIPAL AUTHORITY, IN EITHER CASE, STATING THAT, OR (II) AN ENDORSEMENT TO THE
TITLE INSURANCE POLICY INSURING THE LIEN OF THE APPLICABLE SECURITY INSTRUMENT
INSURING THAT, THE OUT-PARCEL HAS BEEN DESIGNATED, ASSESSED AND TAXED AS A
SEPARATE TAX LOT INDEPENDENT FROM THE REMAINING PROPERTY OR SUCH OTHER EVIDENCE
AS WOULD BE REASONABLY ACCEPTABLE TO A PRUDENT INSTITUTIONAL MORTGAGE LOAN
LENDER OR (III) IF (I) OR (II) ABOVE ARE NOT SATISFIED, LENDER SHALL CONTINUE TO
ESCROW FOR TAXES FOR THE OUT-PARCEL AND THE REMAINING PROPERTY;
(D)
BORROWER SHALL PREPARE AND PROVIDE TO LENDER: SUBDIVISION MAP(S)
OF ALL THOSE PORTIONS OF THE INDIVIDUAL PROPERTY WHICH ARE APPROVED BY ALL
GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE OUT-PARCEL AND/OR THE
REMAINING PROPERTY, WHOSE APPROVAL AS TO SUCH PLANS AND MAPS IS REQUIRED; AND
COPIES OF EACH AND ALL PROPOSED EASEMENTS AND CROSS-EASEMENTS AND MUTUAL OR
NON-EXCLUSIVE EASEMENTS FOR INGRESS, EGRESS, ACCESS, PEDESTRIAN WALKWAYS,
PARKING, TRAFFIC FLOW, UTILITIES AND SERVICES AND UTILITIES SHARED BY THE
REMAINING PROPERTY AND THE OUT-PARCEL AND THE LIKE WHICH MAY BE REQUIRED BY ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OR WHICH ARE NECESSARY AND A SURVEY
OF THE OUT PARCEL(S) TO BE RELEASED AND OF THE REMAINING PROPERTY, IN A FORM,
SCOPE AND SUBSTANCE THAT WOULD BE ACCEPTABLE TO A REASONABLY PRUDENT MORTGAGE
LENDER, INCLUDING AN ACCURATE LEGAL DESCRIPTION OF THE OUT PARCEL(S) TO BE
RELEASED.
SUCH SUBDIVISION MAP(S) (OR OTHER EVIDENCE THAT WOULD BE REASONABLY
ACCEPTABLE TO A PRUDENT INSTITUTIONAL MORTGAGE LOAN LENDER) SHALL SHOW SUCH
PARKING STRUCTURES AND PARKING LAYOUTS AS WILL AFFORD, TO THE IMPROVEMENTS
LOCATED ON THE REMAINING PROPERTY THE AGGREGATE NUMBER OF PARKING SPACES
REQUIRED BY THE THEN APPLICABLE ZONING REQUIREMENTS FOR THE REMAINING PROPERTY;
(E)
THE OPERATING LEASES SHALL REMAIN IN FULL FORCE AND EFFECT AND
UNAFFECTED IN ANY MANNER AS A RESULT OF THE OUT-PARCEL RELEASE OTHER THAN WITH
RESPECT TO THE RELEASE OF SUCH OUT-PARCEL FROM THE OPERATING LEASE;
(F)
BORROWER SHALL DELIVER TO LENDER EVIDENCE REASONABLY ACCEPTABLE
TO LENDER THAT, OTHER THAN THE APPLICABLE SECURITY INSTRUMENT, THERE ARE NO
LIENS, MORTGAGES, DEEDS OF TRUST OR OTHER SECURITY INSTRUMENTS, AS THE CASE MAY
BE, ENCUMBERING THE INDIVIDUAL PROPERTY REMAINING ENCUMBERED BY THE LIEN OF THE
APPLICABLE SECURITY INSTRUMENT;
(G)
LENDER SHALL HAVE RECEIVED EVIDENCE THAT THE OUT-PARCEL TO BE
RELEASED SHALL BE CONVEYED TO (I) A THIRD PARTY NOT AFFILIATED WITH BORROWER,
GUARANTOR OR INDEMNITOR AND IN WHICH BORROWER AND NO AFFILIATE