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 LENDER, 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 SUCH ORDER OF PRIORITY AS LENDER SHALL ELECT IN ITS SOLE
DISCRETION;
(F)
BORROWER SHALL HAVE FURNISHED LENDER 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 LENDER, (II)
A SCHEDULE CONTAINING A LIST OF THOSE FACILITIES PREVIOUSLY RELEASED BY LENDER
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 ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF
LENDER, INCLUDING, WITHOUT LIMITATION, REASONABLE, OUT-OF-POCKET ATTORNEYS'
FEES, IN CONNECTION WITH ANY RELEASE; AND
(H)
THE RELEASE OF THE FACILITY SHALL NOT AFFECT OR IMPAIR THE LIEN OF THE
MORTGAGE AND LENDER'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.
(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 LENDER AND SHALL HAVE DELIVERED A TRUE AND CORRECT COPY
OF SAME TO LENDER.
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SECTION 15.6
BREAKAGE COSTS.
Borrower may, in its written request for a partial release of the lien of the
Mortgage, request that Lender apply all or any portion of a Release Price to the
Debt in such a manner as to avoid the imposition of Breakage Costs on Borrower.
In such event, (i) Lender shall apply Release Prices to the Debt as Interest
Periods expire, in such a manner as to avoid the imposition of Breakage Costs
and (ii) interest shall accrue on such amounts at the Adjusted LIBOR Rate until
such time as amounts are applied to the Debt as aforesaid.
SECTION 15.7
INDEMNIFICATION.
Borrower