release a Facility from the lien of the Mortgage in accordance with
and subject to all of the following terms, provisions and conditions applicable
to such Facility;
(A)
THE FACILITY TO BE RELEASED IS A SEPARATE TAX LOT AND IS NOT
REQUIRED TO BE INCLUDED WITHIN THE PROJECT, FOR PURPOSES OF ANY GOVERNMENTAL
RULE OR NECESSARY OR APPROPRIATE TO SATISFY OR FACILITATE THE REQUIREMENTS OR
TERMS OF ANY AGREEMENT. BORROWER SHALL HAVE SUBMITTED TO THE AGENT PROOF
REASONABLY SATISFACTORY TO THE AGENT THAT FOLLOWING THE RELEASE OF A FACILITY,
THE PROJECT SHALL CONTINUE TO HAVE AVAILABLE TO IT ALL NECESSARY UTILITY AND
OTHER SERVICES FOR THE USE, OCCUPANCY AND OPERATION OF THE PROJECT AND SAME
SHALL CONTINUE TO HAVE ADEQUATE, UNIMPEDED AND UNENCUMBERED ACCESS FOR
PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS ONTO ADJACENT PUBLIC ROADS,
INCLUDING, WITHOUT LIMITATION, ANY NECESSARY CROSS-EASEMENTS FOR ACCESS,
PARKING, AND UTILITIES;
(B)
CONSTRUCTION OF THE FACILITY TO BE RELEASED SHALL BE
SUBSTANTIALLY COMPLETE;
(C)
EACH FACILITY AND THE REMAINING PORTION OF THE PROJECT AND THE
RELEASE OF FACILITY AND THE CONVEYANCE SHALL BE IN COMPLIANCE WITH ALL
APPLICABLE ZONING, LAND USE AND OTHER GOVERNMENTAL RULES AND REGULATIONS OF ALL
GOVERNMENTAL AUTHORITIES;
(D)
THE FACILITY TO BE RELEASED IS BEING SOLD PURSUANT TO THE ML&P
AGREEMENTS;
(E)
BORROWER SHALL HAVE DEPOSITED TO AN ACCOUNT DESIGNATED BY THE
AGENT, PRIOR TO THE DELIVERY OF THE RELEASE, IMMEDIATELY AVAILABLE FUNDS IN AN
AMOUNT EQUAL TO THE GREATER OF (I) THE NET SALE PROCEEDS IN RESPECT OF THE
FACILITY AND (II) THE AMOUNT WHICH IS 100% OF THE RELEASE PRICE OF SUCH
FACILITY, FOR APPLICATION TO THE DEBT IN ACCORDANCE WITH SECTION 21.1;
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(F)
BORROWER SHALL HAVE FURNISHED THE AGENT WITH A WRITTEN
REQUEST FOR A PARTIAL RELEASE, ACCOMPANIED BY (I) A RELEASE DOCUMENT PREPARED BY
BORROWER AT BORROWER'S EXPENSE, IN FORM AND CONTENT REASONABLY SATISFACTORY TO
THE AGENT, (II) A SCHEDULE CONTAINING A LIST OF THOSE FACILITIES PREVIOUSLY
RELEASED BY THE AGENT AND THOSE FACILITIES REMAINING TO BE RELEASED AND (III) A
PHOTOCOPY OF THE FINAL SIGNED CLOSING STATEMENT WITH RESPECT TO THE SALE OF THE
APPLICABLE FACILITY;
(G)
BORROWER PAYS THE AGENT ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES OF THE AGENT, INCLUDING, WITHOUT LIMITATION, REASONABLE, OUT-OF-POCKET
ATTORNEYS' FEES, IN CONNECTION WITH ANY SUCH RELEASE;
(H)
THE RELEASE OF THE FACILITY SHALL NOT AFFECT OR IMPAIR THE
LIEN OF THE MORTGAGE AND THE AGENT'S LIEN AND SECURITY INTERESTS CREATED BY THE
OTHER LOAN DOCUMENTS AS TO UNITS AND FACILITIES NOT THERETOFORE RELEASED OR THE
REMAINING PORTION OF THE PROJECT, AND SAID LIENS AND SECURITY INTERESTS SHALL
CONTINUE IN FULL FORCE AND EFFECT AS TO THE UNRELEASED UNITS AND FACILITIES; AND
(I)
BORROWER AND ML&P SHALL HAVE EXECUTED A "FACILITIES
OPERATIONS AND STANDARDS AGREEMENT" (PURSUANT TO SECTION 8.3(A)(5) OF THE SPA
AGREEMENT) REASONABLY ACCEPTABLE TO THE AGENT AND SHALL HAVE DELIVERED A TRUE
AND CORRECT COPY OF SAME TO THE AGENT.
SECTION 14.6
BREAKAGE COSTS.
Borrower may, in its written request for a partial release of the