SATISFACTORY
TO AGENT;
(IV)
BORROWER SHALL NO LONGER HOLD ANY INTEREST IN SUCH PROPERTY AND
BORROWER SHALL HAVE MADE NO REPRESENTATIONS OR WARRANTIES, OR UNDERTAKEN ANY
OBLIGATIONS WITH RESPECT TO THE TRANSFEREE OF SUCH PROPERTY FOR WHICH BORROWER
WOULD BE LIABLE AFTER THE RELEASE DATE EXCEPT FOR CUSTOMARY REPRESENTATIONS,
WARRANTIES OR UNDERTAKINGS AS MAY BE SET FORTH IN AN ARMS-LENGTH PURCHASE AND
SALE AGREEMENT OR CUSTOMARY CONVEYANCE DOCUMENTS FOR WHICH BORROWER HAS
ESTABLISHED RESERVES, IF ANY, REASONABLY DEEMED NECESSARY BY BORROWER;
(V)
IN THE EVENT THAT AN INTEREST RATE PROTECTION AGREEMENT, OTHER
THAN AN INTEREST RATE CAP WITH RESPECT TO WHICH BORROWER HAS NO FURTHER PAYMENT
OBLIGATIONS, SHALL BE IN EFFECT ON THE RELEASE DATE AS TO ANY LOAN
PORTION(S) BEING REPAID FROM THE PROCEEDS OF ANY RELEASE PAYMENT, BORROWER SHALL
HAVE TERMINATED THE INTEREST RATE PROTECTION AGREEMENT TO THE EXTENT OF THE
EXCESS OF THE NOTIONAL AMOUNT THEREOF OVER THE PRINCIPAL AMOUNT OF THE LOAN
PORTIONS, AFTER GIVING EFFECT TO SUCH PREPAYMENT AS CONTEMPLATED IN
SECTION 2.4(F) HEREOF;
(VI)
BORROWER SHALL HAVE PAID AGENT ANY EXIT FEE OR SPREAD MAINTENANCE
PAYMENT, IF ANY, AND ANY OTHER AMOUNTS DUE AND PAYABLE PURSUANT TO THIS LOAN
AGREEMENT AND ANY OUT-OF-POCKET EXPENSES INCURRED BY AGENT IN CONNECTION WITH
SUCH RELEASE;
(VII)
BORROWER SHALL HAVE DELIVERED TO AGENT A CERTIFICATE IN FORM OF
SCHEDULE 2.17(B) ATTACHED HERETO, SIGNED BY BORROWER CERTIFYING THAT THE
CONDITIONS SET FORTH IN THIS SECTION 2.17(A) AND IN THE CASE OF A RELEASE OF ONE
GLEN ALLEN PROPERTY (BUT NOT BOTH GLEN ALLEN PROPERTIES AT ONCE),
SECTION 2.17(B) HEREOF WITH RESPECT TO SUCH RELEASE SHALL HAVE BEEN SATISFIED;
AND
(VIII)
IN THE CASE OF A RELEASE OF EITHER OF THE GLEN ALLEN PROPERTIES,
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.17(B) HEREOF.
(B)
RELEASE OF GLEN ALLEN PROPERTIES.
IN ADDITION TO THE CONDITIONS
SET FORTH IN SECTION 2.17(A) HEREOF, THE FIRST RELEASE OF EITHER GLEN ALLEN
PROPERTY (BUT NOT BOTH GLEN ALLEN PROPERTIES AT ONCE) SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS:
45
(I)
BORROWER SHALL HAVE DELIVERED TO AGENT EVIDENCE ACCEPTABLE TO
AGENT THAT SUCH SUBDIVISION SHALL RESULT IN THE GLEN ALLEN PROPERTIES BEING
SUBDIVIDED INTO TWO (2) SEPARATE, LEGALLY SUBDIVIDED PARCELS OF LAND AND
SEPARATE TAX LOTS;
(II)
BORROWER SHALL HAVE DELIVERED TO AGENT EVIDENCE REASONABLY
ACCEPTABLE TO AGENT SUCH SUBDIVISION SHALL HAVE BEEN CONSUMMATED IN COMPLIANCE
WITH THE PROPERTY DOCUMENTS, PERMITTED ENCUMBRANCES AND ALL LEGAL REQUIREMENTS
AND THE REMAINING GLEN ALLEN PROPERTY MAY BE USED, OPERATED, OCCUPIED AND
TRANSFERRED WITHOUT ANY IMPAIRMENTS ARISING BY REASON OF SUCH SUBDIVISION;
(III)
AGENT SHALL HAVE RECEIVED AN ENDORSEMENT TO THE TITLE POLICY
AFFECTING THE REMAINING GLEN ALLEN PROPERTY REFLECTING SUCH SUBDIVISION AND SUCH
OTHER MATTERS AS AGENT REASONABLY SHALL REQUIRE;
(IV)
BORROWER SHALL HAVE DELIVERED TO AGENT AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO AGENT CONTAINING SUCH UPDATES TO THE OPINIONS DELIVERED
ON THE CLOSING DATE AND CONFIRMING SUCH ZONING AND LAND USE MATTERS IN
CONNECTION WITH SUCH SUBDIVISION AS MAY BE REQUESTED BY AGENT; AND
(V)