IN
CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
B.
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 2.10A OR 2.10B, OR IF THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL
AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER
PURSUANT TO SECTION 2.10E, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND
LOANS HEREUNDER, OR IF ANY LENDER HAS DETERMINED THAT IT IS UNABLE TO MAKE,
MAINTAIN OR CONTINUE ITS BASE RATE LOANS IN ACCORDANCE WITH SECTION 2.9C HEREOF,
THEN THE BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH
LENDER AND THE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN, AND
CONSENTS REQUIRED BY, SECTION 9.1), ALL OF ITS INTERESTS, RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT AND THE RELATED LOAN DOCUMENTS TO AN ELIGIBLE ASSIGNEE THAT
SHALL ASSUME SUCH OBLIGATIONS (WHICH ELIGIBLE ASSIGNEE MAY BE ANOTHER LENDER, IF
A LENDER ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT (I) THE BORROWER SHALL HAVE
PAID TO THE AGENT THE ASSIGNMENT FEE SPECIFIED IN SECTION 9.1B(I)(C), (II) SUCH
LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING
PRINCIPAL OF ITS LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER
AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (INCLUDING
ANY AMOUNTS UNDER SECTION 2.9D) FROM SUCH ELIGIBLE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWER
(IN THE CASE OF ALL OTHER AMOUNTS), (III) SUCH ELIGIBLE ASSIGNEE IS ABLE TO
MAKE, MAINTAIN OR CONTINUE, AS APPLICABLE, LOANS, (IV) IN THE CASE OF ANY SUCH
ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.10A OR 2.10B
OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.10E, SUCH ASSIGNMENT WILL
RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS THEREAFTER, AND (V) SUCH
ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAW.
A LENDER SHALL NOT BE
REQUIRED TO MAKE ANY SUCH ASSIGNMENT OR DELEGATION IF, PRIOR THERETO, AS A
RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE
BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
2.12
Releases of Collateral.
A.
RELEASES IN CONNECTION WITH PERMITTED COLLATERAL ASSET SALES AND
REQUIRED DEDICATIONS.
IN CONNECTION WITH ANY PERMITTED COLLATERAL ASSET SALE OR
REQUIRED DEDICATION, THE AGENT OR ITS DULY AUTHORIZED ATTORNEY-IN-FACT SHALL
RELEASE THE APPLICABLE PORTION OF THE REAL PROPERTY COLLATERAL FROM THE LIEN OF
THE MORTGAGE (SUCH PORTION OF THE REAL PROPERTY COLLATERAL, A "RELEASED
PARCEL"); PROVIDED THAT ALL OF THE APPLICABLE CONDITIONS SET FORTH IN
SECTION 6.8 HAVE BEEN SATISFIED AND THE BORROWER SHALL HAVE SUBMITTED TO AGENT
(I) A REQUEST FOR RELEASE IN A FORM SATISFACTORY TO THE AGENT (THE "REQUEST FOR
RELEASE"), (II) ONE OR MORE RECONVEYANCES OR RELEASES FOR EACH RELEASED PARCEL
FOR EXECUTION BY THE AGENT, AND (III) ALL OTHER DOCUMENTATION AS AGENT MAY
REASONABLY REQUIRE IN CONNECTION WITH SUCH RELEASE (COLLECTIVELY, THE "RELEASE
INSTRUMENTS") IN A FORM APPROPRIATE FOR