DATE OF SUCH TRANSFER; PROVIDED, HOWEVER, THAT BORROWER
SHALL HAVE THE RIGHT TO REVOKE ANY SUCH REQUEST OR EXTEND THE ANTICIPATED
CLOSING DATE OF SUCH TRANSFER AS STATED THEREIN, IN EACH CASE UPON GIVING AT
LEAST FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO LENDER OF SUCH REVOCATION
OR EXTENSION;
(II)
BORROWER SHALL PROVIDE TO LENDER A RELEASE OF LIEN WITH RESPECT
TO THE TIMESHARE PROJECT LAND FOR EXECUTION BY LENDER, IN FORM AND SUBSTANCE
APPROPRIATE IN THE RELEVANT JURISDICTION, TOGETHER WITH SUCH OTHER
DOCUMENTATION, CERTIFICATES AND INSTRUMENTS REASONABLY REQUIRED BY LENDER IN
CONNECTION THEREWITH, IN EACH CASE IN FORM AND SUBSTANCE ACCEPTABLE TO LENDER IN
ITS REASONABLE DISCRETION;
(III)
LENDER SHALL RECEIVE EVIDENCE REASONABLY SATISFACTORY TO LENDER
THAT ALL MATERIAL DOCUMENTATION TO BE EXECUTED AND DELIVERED IN CONNECTION WITH
SUCH TRANSFER OF THE TIMESHARE PROJECT LAND, INCLUDING (WITHOUT LIMITATION) ALL
SUCH RELEASE AND OTHER DOCUMENTATION REQUIRED TO BE EXECUTED AND DELIVERED BY
LENDER (A) IS IN COMPLIANCE WITH ALL LEGAL REQUIREMENTS IN ALL MATERIAL
RESPECTS, (B) WILL EFFECT SUCH RELEASE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, AND (C) WILL NOT IMPAIR OR OTHERWISE
144
ADVERSELY AFFECT THE LIENS, SECURITY INTERESTS AND OTHER RIGHTS OF LENDER UNDER
THE LOAN DOCUMENTS NOT BEING RELEASED IN ANY MATERIAL RESPECT;
(IV)
LENDER SHALL RECEIVE A TITLE POLICY ENDORSEMENT OR OTHER EVIDENCE
REASONABLY SATISFACTORY TO LENDER THAT THERE ARE NO NEW OR ADDITIONAL
SUBORDINATE LIENS ON THE REMAINING PROPERTY OTHER THAN PERMITTED ENCUMBRANCES,
DATING DOWN THE EFFECTIVE DATE OF THE TITLE INSURANCE POLICY TO THE DATE ON
WHICH THE TIMESHARE PROJECT LAND IS RELEASED AND CONFIRMING THAT THE REMAINING
PROPERTY IS A SEPARATE TAX LOT;
(V)
BORROWER SHALL DELIVER TO LENDER ANY OTHER INFORMATION, APPROVALS
AND DOCUMENTS RELATING TO THE RELEASE OF THE TIMESHARE PROJECT LAND THAT WOULD
BE REASONABLY REQUIRED BY A PRUDENT LENDER ORIGINATING COMMERCIAL LOANS FOR
SECURITIZATION;
(VI)
EACH APPLICABLE GOVERNMENTAL AUTHORITY EXERCISING JURISDICTION
OVER THE TIMESHARE PROJECT LAND SHALL, TO THE EXTENT REQUIRED BY APPLICABLE
LEGAL REQUIREMENTS, HAVE APPROVED A LOT-SPLIT ORDINANCE OR OTHER APPLICABLE
ACTION UNDER LOCAL LAW SUBDIVIDING THE TIMESHARE PROJECT LAND FROM THE REMAINDER
OF THE PROPERTY AND, FOLLOWING THE CONVEYANCE OF THE TIMESHARE PROJECT LAND, THE
TIMESHARE PROJECT LAND SHALL BE A SEPARATE TAX IDENTIFICATION NUMBER FROM THAT
OF THE BALANCE OF THE PROPERTY;
(VII)
BORROWER SHALL DELIVER TO LENDER ANY NECESSARY CROSS-EASEMENTS OR
RECIPROCAL EASEMENT AGREEMENTS THAT MAY BE NECESSARY AFTER THE RELEASE TO
PROVIDE TO THE PROPERTY AND THE TIMESHARE PROJECT LAND ALL NECESSARY UTILITY AND
OTHER SERVICES FOR THE USE, OCCUPANCY AND OPERATION OF THE PROPERTY AND THE
TIMESHARE PROJECT LAND AND ADEQUATE PARKING AND ADEQUATE, FREE, UNIMPEDED AND
UNENCUMBERED ACCESS FOR PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS ONTO
ADJACENT PUBLIC ROADS, AND AS MAY BE NECESSARY TO ENSURE THAT THE RELEASE DOES
NOT VIOLATE BORROWER'S OBLIGATIONS UNDER ANY AGREEMENT RELATING TO THE OCCUPANCY
OF ANY PORTION OF THE PROPERTY, INCLUDING (WITHOUT LIMITATION) ANY AND ALL
AMENDMENTS OR OTHER MODIFICATIONS TO THE REA AND OTHER MATERIAL OPERATING
AGREEMENTS, ALL OF