THE
IMPROVEMENTS ON SUCH REMAINING PORTIONS OF EACH OF THE RELEASE PARCEL AND THE
REMAINING ADJACENT PARCEL TO PARKING, VEHICULAR AND PEDESTRIAN INGRESS AND
EGRESS FROM PUBLIC ROADS AND COMMON AREAS, AND (B) UTILITY SERVICES IN ALL OF
THE IMPROVEMENTS ON SUCH REMAINING PORTIONS OF EACH OF THE RELEASE PARCEL AND
THE REMAINING ADJACENT PARCEL, IN EACH INSTANCE AS EXISTS AS OF THE DATE
IMMEDIATELY PRECEDING SUCH RELEASE PARCEL SALE, IT BEING AGREED THAT LENDER WILL
SUBORDINATE THE LIEN OF THE MORTGAGE TO ANY SUCH RECIPROCAL EASEMENT AGREEMENT
OR OTHER AGREEMENT APPROVED BY LENDER IN ITS REASONABLE JUDGMENT;
(XIV)
BORROWERS SHALL DELIVER TO LENDER, AT BORROWERS'
SOLE COST AND EXPENSE, NEW OR UPDATED ALTA/ASCM SURVEYS OF THE REMAINING PORTION
OF THE RELEASE PARCEL AND SUCH PARTIAL RELEASE PARCEL, WHICH SURVEYS SHALL
SUBSTANTIALLY CONFORM TO LENDER'S THEN-CURRENT REQUIREMENTS FOR SURVEYS TO BE
DELIVERED IN CONNECTION WITH ITS LOANS;
(XV)
THE TITLE COMPANY SHALL ISSUE AN ENDORSEMENT TO
THE TITLE INSURANCE POLICY REGARDING THE VALIDITY OF LENDER'S LIEN ON THE
REMAINING PORTION OF THE RELEASE PARCEL AFTER SUCH RELEASE PARCEL SALE AND ANY
OTHER ENDORSEMENTS REASONABLY REQUESTED BY LENDER IN CONNECTION WITH SUCH
RELEASE PARCEL SALE;
(XVI)
IF A SECURITIZATION HAS OCCURRED AND THE RELEASE
PARCEL SALE COVERS LESS THAN THE ENTIRE RELEASE PARCEL, BORROWERS SHALL HAVE
PROVIDED TO LENDER AN OPINION LETTER FROM COUNSEL REASONABLY SATISFACTORY TO
LENDER CONFIRMING THAT SUCH RELEASE PARCEL SALE SHALL NOT CONSTITUTE A
"SIGNIFICANT MODIFICATION" OF THE LOAN WITHIN THE MEANING OF SECTION 1.1001-3 OF
THE REGULATIONS OF THE UNITED STATES DEPARTMENT OF THE TREASURY OR WOULD
OTHERWISE VIOLATE ANY OF THE PROVISIONS OF THE FEDERAL INCOME TAX LAW RELATING
TO REAL ESTATE MORTGAGE INVESTMENT CONDUITS, WHICH APPEAR AT SECTION 860A
THROUGH 860G OF SUBCHAPTER M OF CHAPTER 1 OF THE CODE, AS AMENDED, AND RELATED
PROVISIONS AND REGULATIONS (INCLUDING ANY APPLICABLE PROPOSED REGULATIONS) AND
RULINGS PROMULGATED THEREUNDER, AS THE FOREGOING MAY BE IN EFFECT FROM TIME TO
TIME (COLLECTIVELY, THE "REMIC REQUIREMENTS"), AND LENDER SHALL NOT OTHERWISE
HAVE ANY REASONABLE BELIEF (BASED ON AN OPINION OF COUNSEL OR A CERTIFIED PUBLIC
ACCOUNTANT) THAT SUCH RELEASE
78
PARCEL SALE WILL CONSTITUTE SUCH A "SIGNIFICANT MODIFICATION" OR OTHERWISE
VIOLATE SUCH REMIC REQUIREMENTS; AND
(XVII)
BORROWERS SHALL HAVE DELIVERED TO LENDER (A) ANY
AMENDMENTS TO THE LOAN DOCUMENTS DEEMED REASONABLY NECESSARY BY LENDER IN ORDER
TO EFFECTUATE THE RELEASE OF SUCH PARTIAL RELEASE PARCEL AND/OR TO CONTINUE TO
RETAIN ALL OF ITS RIGHTS IN THE REMAINING PORTION OF THE RELEASE PARCEL AND/OR
THE REMAINING ADJACENT PARCEL, AND (B) ALL DOCUMENTS AND INFORMATION REASONABLY
REQUESTED BY LENDER IN ORDER TO VERIFY THE SATISFACTION OF THE FOREGOING
CONDITIONS.
(B)
WITH RESPECT TO ANY PROPOSED RELEASE PARCEL
SALE THAT DOES NOT CLOSE FOR ANY REASON, ON THE EARLIER TO OCCUR OF (I) FIVE (5)
BUSINESS DAYS AFTER THE DATE ON WHICH LENDER IS NOTIFIED THAT SUCH RELEASE
PARCEL SALE WILL NOT CLOSE, OR (II) THE ONE HUNDRED THIRTY-FIFTH (135TH) DAY
FOLLOWING THE DELIVERY TO LENDER OF THE RELATED SALE REQUEST,