RATIO FOR THE PROPERTY FOLLOWING
THE OUT-PARCEL RELEASE SHALL BE GREATER THAN 1.20:1.00 (AFTER GIVING EFFECT TO
ANY PREPAYMENTS MADE PURSUANT TO SECTION 2.4.1(B) HEREOF);
(D)
BORROWER SHALL PROVIDE EVIDENCE REASONABLY ACCEPTABLE TO A PRUDENT
INSTITUTIONAL LENDER THAT UPON AN OUT-PARCEL RELEASE (I) THE BALANCE OF THE
PROPERTY SHALL CONTINUE TO BE SUBJECT TO THE LIEN OF THE MORTGAGE, (II) INGRESS
AND EGRESS TO AND FROM THE PORTION OF THE PROPERTY REMAINING SUBJECT TO THE LIEN
OF THE MORTGAGE WILL NOT BE TERMINATED OR RESTRICTED AS A RESULT OF THE
OUT-PARCEL RELEASE, (III) THE OUT-PARCEL RELEASE SHALL NOT CAUSE OR RESULT IN A
VIOLATION OF ANY OF THE PROVISIONS OF ANY OF THE LEASES, AND (IV) THE REMAINING
PROPERTY SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS;
(E)
BORROWER SHALL PROVIDE LENDER WITH AN ENDORSEMENT TO OWNER'S TITLE
INSURANCE POLICY INSURING THAT THE OUT-PARCEL RELEASE SHALL NOT ADVERSELY AFFECT
OR IMPAIR THE TITLE INSURANCE PROVIDED IN THE OWNER'S TITLE INSURANCE POLICY AND
INSURING THE EASEMENTS REFERENCED IN SECTION 2.4.1(K) HEREOF;
(F)
BORROWER SHALL PROVIDE LENDER WITH SUCH SURVEYS, DESCRIPTIONS, TITLE
INSURANCE ENDORSEMENTS, COMPUTATIONS OF ACREAGE AND OTHER INFORMATION AS LENDER
MAY IN ITS REASONABLE DISCRETION REQUIRE IN CONNECTION WITH THE OUT-PARCEL
RELEASE;
(G)
IF REQUIRED BY ANY LEGAL REQUIREMENT, BORROWER SHALL CAUSE MORTGAGE
BORROWER TO OBTAIN ALL SUBDIVISIONS AND ZONING APPROVALS WITH RESPECT TO THE
PORTION OF THE PROPERTY REMAINING SUBJECT TO THE LIEN OF THE MORTGAGE AS MAY BE
REASONABLY REQUIRED BY LENDER TO ENSURE THAT THE PARCEL BEING RELEASED AND THE
PORTION OF THE PROPERTY REMAINING SUBJECT TO THE LIEN OF THE MORTGAGE (THE
"REMAINING PARCEL") SHALL BE INDEPENDENT OF EACH OTHER FOR ALL BUILDING, ZONING,
SUBDIVISION AND TAXING PURPOSES;
(H)
[INTENTIONALLY OMITTED];
28
(I)
LENDER SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO
LENDER THAT FOLLOWING THE OUT-PARCEL RELEASE, THE PROVISIONS OF SECTION 5.13
SHALL REMAIN TRUE AND CORRECT IN ALL MATERIAL RESPECTS;
(J)
BORROWER SHALL HAVE CAUSED MORTGAGE BORROWER TO COMPLY WITH ANY
REQUIREMENTS APPLICABLE TO SUCH RELEASE OF THE OUT-PARCEL CONTAINED IN ANY OF
THE LEASES, RECIPROCAL EASEMENT AGREEMENTS, OPERATING AGREEMENTS, PARKING
AGREEMENTS OR OTHER SIMILAR AGREEMENTS AFFECTING THE PROPERTY AND THE RELEASE
DOES NOT VIOLATE ANY OF THE PROVISIONS OF SUCH DOCUMENTS IN ANY RESPECT THAT
WOULD RESULT IN A TERMINATION (OR GIVE ANY OTHER PARTY THERETO THE RIGHT TO
TERMINATE), OR EXTINGUISHMENT OR OTHER LOSS OF MATERIAL RIGHTS OF MORTGAGE
BORROWER OR IN A MATERIAL INCREASE IN MORTGAGE BORROWER'S OBLIGATIONS UNDER SUCH
DOCUMENTS;
(K)
BORROWER SHALL DELIVER TO LENDER COPIES OF EACH PROPOSED PERMANENT
EASEMENT, CROSS EASEMENT AND MUTUAL OR NON-EXCLUSIVE EASEMENT FOR INGRESS,
EGRESS, ACCESS, PEDESTRIAN WALKWAYS, PARKING, TRAFFIC FLOW, UTILITIES AND
SERVICES BEING SHARED BY THE PORTION OF THE PROPERTY BEING RELEASED AND THE
PORTION OF THE PROPERTY REMAINING SUBJECT TO THE LIEN OF THE MORTGAGE WHICH MAY
BE REQUIRED BY ANY GOVERNMENTAL AUTHORITY OR WHICH ARE NECESSARY FOR THE
OPERATION OF SUCH PARCELS, ALL OF WHICH ARE SUBJECT TO LENDER'S REASONABLE
APPROVAL;
(L)
BORROWER SHALL PAY ALL OF LENDER'S