LENDER SHALL BE
REIMBURSED FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION THEREWITH.
(C)
IN THE EVENT THAT A RELEASE PARCEL SALE
WITH RESPECT TO WHICH A SALE REQUEST WAS SUBMITTED TO LENDER DOES NOT CLOSE
WITHIN ONE HUNDRED THIRTY-FIVE (135) DAYS AFTER THE DATE OF SUCH SALE REQUEST,
IF ADJACENT BORROWER WISHES TO PROCEED WITH SUCH RELEASE PARCEL SALE, ADJACENT
BORROWER SHALL BE REQUIRED TO RE-SUBMIT AN UPDATED SALE REQUEST TO LENDER AND
SATISFY THE CONDITIONS SET FORTH IN SECTION 2.5.1(A) HEREOF WITH RESPECT TO THE
RELEASE PARCEL SALE WHICH IS THE SUBJECT OF SUCH RESUBMITTED SALE REQUEST AS OF
THE DATE OF SUCH RESUBMISSION.
(D)
WITH RESPECT TO ANY RELEASE PARCEL SALE,
UPON SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.5.1(A) HEREOF,
LENDER, AT THE SOLE COST AND EXPENSE OF BORROWERS, SHALL EXECUTE AND DELIVER TO
BORROWERS RELEASES, SATISFACTIONS, RECONVEYANCES, DISCHARGES, TERMINATIONS
AND/OR ASSIGNMENTS, AS APPLICABLE AND AS REASONABLY REQUESTED BY BORROWERS, OF
THE MORTGAGE AND THE OTHER LOAN DOCUMENTS RELATING TO THE APPLICABLE PARTIAL
RELEASE PARCEL.
(E)
WITH RESPECT TO A RELEASE PARCEL SALE, UPON
THE FULL EXECUTION, DELIVERY AND, AS APPROPRIATE, RECORDATION OR FILING OF THE
APPLICABLE DOCUMENTS CONTEMPLATED UNDER SECTION 2.5.1(D) HEREOF, ALL REFERENCES
IN THIS AGREEMENT TO THE TERMS "RELEASE PARCEL" AND "ADJACENT PROPERTY" SHALL BE
DEEMED TO EXCLUDE THE APPLICABLE PARTIAL RELEASE PARCEL FOR ALL PURPOSES
HEREUNDER.
2.5.2
Releases of Remaining Adjacent Parcel.
(A)
CONDITIONS FOR RELEASE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, ADJACENT BORROWER SHALL HAVE THE RIGHT, WITHOUT THE PRIOR CONSENT OF
LENDER AND WITHOUT VIOLATING THE LOAN DOCUMENTS, TO (1) SELL ONE OR MORE
PORTIONS OF THE REMAINING ADJACENT PARCEL (EACH, INCLUDING THE ENTIRE REMAINING
ADJACENT PARCEL, A "PARTIAL ADJACENT PARCEL") EITHER TO A BONAFIDE THIRD PARTY
PURCHASER (A "BONAFIDE ADJACENT PARCEL PURCHASER") OR TO AN AFFILIATE OF
BORROWER OR ANY OTHER RESTRICTED PARTY (AN "AFFILIATE ADJACENT PARCEL
PURCHASER"; AND TOGETHER WITH A BONAFIDE ADJACENT PARCEL PURCHASER,
INDIVIDUALLY, AN "ADJACENT PARCEL PURCHASER"), OR (2) REFINANCE ONE OR MORE
PARTIAL ADJACENT PARCELS (EACH OF THE FOREGOING, INCLUDING A SALE OR REFINANCING
OF THE ENTIRE REMAINING
79
ADJACENT PARCEL, AN "ADJACENT PARCEL SALE", IT BEING AGREED THAT, FOR PURPOSES
OF THIS SECTION 2.5.2, A REFINANCING OF A PARTIAL ADJACENT PARCEL, INCLUDING THE
ENTIRE REMAINING ADJACENT PARCEL, SHALL BE TREATED AS AN ADJACENT PARCEL SALE
THEREOF TO AN AFFILIATE ADJACENT PARCEL PURCHASER), AND OBTAIN A RELEASE OF SUCH
PARTIAL ADJACENT PARCEL FROM THE LIENS OF THE MORTGAGE AND THE OTHER LOAN
DOCUMENTS ENCUMBERING SUCH PARTIAL ADJACENT PARCEL, PROVIDED THAT ALL OF THE
FOLLOWING CONDITIONS SHALL BE SATISFIED WITH RESPECT TO EACH SUCH ADJACENT
PARCEL SALE:
(I)
AT LEAST TEN (10) BUSINESS DAYS PRIOR TO
THE ANTICIPATED DATE OF SUCH ADJACENT PARCEL SALE, ADJACENT BORROWER SHALL HAVE
SUBMITTED A SALE REQUEST TO LENDER, SPECIFICALLY IDENTIFYING AND LEGALLY
DESCRIBING THE PARTIAL ADJACENT PARCEL THAT ADJACENT BORROWER INTENDS TO SELL,
WHICH PROPOSED PARTIAL ADJACENT PARCEL SHALL, UNLESS IT IS