release of an Individual Property from
the Lien of the Security Instrument thereon (and related Loan Documents) and the
release of Borrower's obligations under the Loan Documents with respect to such
Individual Property (other than those expressly stated to survive), upon the
satisfaction of each of the following conditions
(A)
THE AMOUNT OF THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN TO BE
DEFEASED IN ACCORDANCE WITH SECTION 2.4 HEREOF SHALL EQUAL OR EXCEED THE RELEASE
PRICE FOR THE APPLICABLE INDIVIDUAL PROPERTY, AND SUCH DEFEASANCE SHALL BE
DEEMED A VOLUNTARY DEFEASANCE FOR ALL PURPOSES HEREUNDER;
(B)
BORROWER SHALL PROVIDE LENDER WITH AT LEAST THIRTY (30) DAYS BUT
NO MORE THAN NINETY (90) DAYS PRIOR WRITTEN NOTICE OF ITS REQUEST TO OBTAIN A
RELEASE OF THE INDIVIDUAL PROPERTY;
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(C)
BORROWER SHALL DEFEASE THE PORTION OF THE NOTE EQUAL TO THE
RELEASE PRICE OF THE INDIVIDUAL PROPERTY BEING RELEASED (TOGETHER WITH ALL
ACCRUED AND UNPAID INTEREST ON THE PRINCIPAL AMOUNT BEING DEFEASED) IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTIONS 2.4.1 AND 2.4.2 HEREOF;
(D)
BORROWER SHALL SUBMIT (OR CAUSE THE OPERATING TENANT TO SUBMIT) TO
LENDER, NOT LESS THAN TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF SUCH RELEASE,
A RELEASE OF LIEN (AND RELATED LOAN DOCUMENTS) FOR SUCH INDIVIDUAL PROPERTY FOR
EXECUTION BY LENDER.
SUCH RELEASE SHALL BE IN A FORM APPROPRIATE IN THE STATE
IN WHICH THE INDIVIDUAL PROPERTY IS LOCATED AND SHALL CONTAIN STANDARD
PROVISIONS, IF ANY, PROTECTING THE RIGHTS OF THE RELEASING LENDER.
IN ADDITION,
BORROWER SHALL PROVIDE ALL OTHER DOCUMENTATION LENDER REASONABLY REQUIRES TO BE
DELIVERED BY BORROWER IN CONNECTION WITH SUCH RELEASE, TOGETHER WITH AN
OFFICER'S CERTIFICATE CERTIFYING THAT (I) SUCH DOCUMENTATION IS IN COMPLIANCE
WITH ALL APPLICABLE LEGAL REQUIREMENTS, AND (II) THE RELEASE WILL NOT IMPAIR OR
OTHERWISE ADVERSELY AFFECT THE LIENS, SECURITY INTERESTS AND OTHER RIGHTS OF
LENDER UNDER THE LOAN DOCUMENTS NOT BEING RELEASED (OR AS TO THE PARTIES TO THE
LOAN DOCUMENTS AND PROPERTIES SUBJECT TO THE LOAN DOCUMENTS NOT BEING RELEASED);
(E)
LENDER SHALL HAVE RECEIVED EVIDENCE THAT THE INDIVIDUAL PROPERTY
TO BE RELEASED SHALL BE CONVEYED TO (I) A THIRD PARTY NOT AFFILIATED WITH ANY
BORROWER, GUARANTOR OR INDEMNITOR AND IN WHICH BORROWER AND NO AFFILIATE OF
BORROWER, GUARANTOR AND/OR ANY INDEMNITOR HAS ANY CONTROLLING BENEFICIAL
INTEREST OR (II) AN AFFILIATE OF BORROWER PROVIDED THE TERMS OF SUCH CONVEYANCE
(INCLUDING, WITHOUT LIMITATION, THE CONSIDERATION PAID THEREFOR) ARE
SUBSTANTIALLY SIMILAR TO THOSE WHICH WOULD HAVE BEEN AVAILABLE TO BORROWER HAD
THE CONVEYANCE BEEN NEGOTIATED ON AN ARMS' LENGTH BASIS WITH A THIRD PARTY NOT
AFFILIATED WITH BORROWER, PRINCIPAL, GUARANTOR OR INDEMNITOR;
(F)
UNLESS THE OPERATING LEASE PROVIDES FOR SUCH DELETION TO OCCUR
AUTOMATICALLY, LENDER SHALL HAVE RECEIVED A CERTIFIED COPY OF AN AMENDMENT TO
THE OPERATING LEASE REFLECTING THE DELETION OF THE INDIVIDUAL PROPERTY TO BE
RELEASED, WHICH AMENDMENT SHALL REDUCE THE RENTAL OBLIGATIONS OF THE APPLICABLE
OPERATING TENANT THEREUNDER BY THE DETERMINED MINIMUM RENT, BUT NO OTHER
ECONOMIC PROVISIONS OF THE LEASES SHALL BE MODIFIED OR