RECORDATION IN THE APPLICABLE COUNTY AND
OTHERWISE SATISFACTORY TO THE AGENT IN ITS GOOD FAITH DISCRETION FOR EACH
RELEASED PARCEL (FOR EXECUTION BY AGENT) TOGETHER WITH AN OFFICER'S CERTIFICATE
CERTIFYING THAT (I) THE RELEASE INSTRUMENTS ARE IN COMPLIANCE WITH ALL
APPLICABLE LAWS AND GOVERNMENTAL AUTHORIZATIONS, (II) THE RELEASE TO BE EFFECTED
WILL NOT VIOLATE THE TERMS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND
(III) THE RELEASE TO BE EFFECTED WILL NOT IMPAIR OR OTHERWISE ADVERSELY AFFECT
THE LIENS (OTHER THAN THE LIEN THAT IS
40
ACTUALLY BEING RELEASED) AND OTHER RIGHTS OF THE AGENT UNDER THE LOAN DOCUMENTS
NOT BEING RELEASED.
AGENT SHALL HAVE THE RIGHT TO ESTABLISH AN ESCROW
ARRANGEMENT AND APPOINT AN ESCROW AGENT RESPONSIBLE FOR THE ADMINISTRATION
THEREFOR, THROUGH WHICH RELEASE INSTRUMENTS MAY BE PLACED INTO ESCROW BY THE
AGENT PRIOR TO THE OCCURRENCE OF A PERMITTED COLLATERAL ASSET SALE OR REQUIRED
DEDICATION FOR RELEASE BY THE ESCROW AGENT UPON ESCROW AGENT'S CONFIRMATION OF
CERTAIN AGREED UPON CONDITIONS.
BORROWER SHALL REASONABLY COOPERATE WITH ANY
SUCH ARRANGEMENT.
IF THE REQUIREMENTS OF THIS SECTION 2.12 AND SECTION 6.8 ARE
OTHERWISE SATISFIED, THE AGENT SHALL EXECUTE (AND CAUSE TO BE NOTARIZED) EACH OF
THE RELEASE INSTRUMENTS ACCOMPANYING A REQUEST FOR RELEASE WITHIN FIVE (5)
BUSINESS DAYS OF RECEIPT OF SUCH REQUEST FOR RELEASE AND ACCOMPANYING RELEASE
INSTRUMENTS.
B.
CONSENTS AND SUBORDINATIONS IN CONNECTION WITH SPECIFIED
ENCUMBRANCES.
UPON FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE FROM THE
BORROWER, THE AGENT SHALL SIGN AND CONSENT TO AND/OR SUBORDINATE THE FIRST
PRIORITY LIEN OF THE MORTGAGES TO ANY SPECIFIED ENCUMBRANCE; PROVIDED THAT
(I) ANY SUCH SIGNATURE OF THE AGENT IS EXPRESSLY MADE WITH NO IMPLIED DUTY OR
OBLIGATION ON THE PART OF THE AGENT TO REVIEW SUCH SPECIFIED ENCUMBRANCE AND IS
ONLY MADE FOR THE PURPOSE OF CONSENTING TO AND/OR SUBORDINATING THE FIRST
PRIORITY LIEN OF THE MORTGAGE TO SUCH SPECIFIED ENCUMBRANCE, (II) NO MONETARY
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND (III) THE AGENT
SHALL, AS A CONDITION TO SUCH CONSENT AND/OR SUBORDINATION, BE SATISFIED IN ITS
REASONABLE DISCRETION THAT SUCH CONSENT AND/OR SUBORDINATION COULD NOT
REASONABLY BE EXPECTED TO (A) HAVE THE EFFECT OF REDUCING THE NUMBER OF
PERMITTED RESIDENTIAL UNITS OR UNIMPROVED LOTS BELOW 150 OR (B) BE CONSIDERED IN
THE AGGREGATE TO HAVE A MATERIAL ADVERSE EFFECT OR IMPAIR AGENT'S LIEN ON THE
REMAINING REAL PROPERTY COLLATERAL.
NOTWITHSTANDING THE FOREGOING, BORROWER
SHALL BE PERMITTED TO ENTER INTO, EXECUTE AND RECORD ANY SPECIFIED ENCUMBRANCE
WITHOUT THE AGENT'S PRIOR CONSENT IF SUCH SPECIFIED ENCUMBRANCE (I) SHALL BE
SUBORDINATED TO THE LIEN OF THE MORTGAGES AND (II) COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE BORROWER SHALL PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE AGENT AND THE TITLE COMPANY
IN CONNECTION WITH ANY SUCH CONSENT AND/OR SUBORDINATION.
SECTION 3.
CONDITIONS TO EFFECTIVENESS
3.1
Conditions to Effectiveness on the Closing Date.
The obligation of each Lender to make the initial extension of credit requested
to be made by it is