ACCOUNTANT) THAT SUCH ADJACENT PARCEL SALE WILL CONSTITUTE
SUCH A "SIGNIFICANT MODIFICATION" OR OTHERWISE VIOLATE SUCH REMIC REQUIREMENTS;
(XVII)
SUCH ADJACENT PARCEL SALE SHALL NOT OCCUR UNTIL
EITHER (A) BORROWERS SHALL HAVE DELIVERED THE RELINQUISHMENT NOTICE, OR (B) THE
QUALIFICATION CONDITIONS HAVE NOT BEEN SATISFIED ON OR PRIOR TO THE CONSTRUCTION
QUALIFICATION DATE;
(XVIII)
BORROWERS SHALL HAVE PAID THE NON-QUALIFIED MANDATORY
PREPAYMENT OR SHALL HAVE DELIVERED A NON-QUALIFIED PREPAYMENT LETTER OF CREDIT
IN LIEU THEREOF, IN EITHER INSTANCE, ON OR BEFORE THE DATE REQUIRED UNDER, AND
OTHERWISE IN ACCORDANCE WITH THE TERMS OF, SECTION 2.4.2(C) HEREOF; AND
(XIX)
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 ADJACENT PARCEL AND/OR TO CONTINUE TO
RETAIN ALL OF ITS RIGHTS IN THE REMAINING PORTION OF REMAINING ADJACENT PARCEL
AND/OR THE RELEASE 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 ADJACENT 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 ADJACENT
PARCEL SALE WILL NOT CLOSE, OR (II) THE ONE HUNDRED THIRTY-FIFTH (135TH) DAY
FOLLOWING THE DELIVERY TO LENDER OF THE RELATED SALE REQUEST, LENDER SHALL BE
REIMBURSED FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION THEREWITH.
(C)
IN THE EVENT THAT AN ADJACENT PARCEL SALE
WITH RESPECT TO WHICH A SALE REQUEST WAS SUBMITTED TO LENDER DOES NOT CLOSE
WITHIN ONE HUNDRED THIRTY-FIVE (135) DAYS AFTER THE DATE OF SUCH SALE REQUEST,
IF ADJACENT BORROWER WISHES TO PROCEED WITH SUCH ADJACENT PARCEL SALE, ADJACENT
BORROWER SHALL BE REQUIRED TO RE-SUBMIT AN UPDATED SALE REQUEST TO LENDER AND
SATISFY THE CONDITIONS SET FORTH IN SECTION 2.5.2(A) HEREOF WITH RESPECT TO THE
ADJACENT PARCEL SALE WHICH IS THE SUBJECT OF SUCH RESUBMITTED SALE REQUEST AS OF
THE DATE OF SUCH RESUBMISSION.
84
(D)
WITH RESPECT TO ANY ADJACENT PARCEL SALE,
UPON SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.5.2(A) HEREOF,
LENDER, AT THE SOLE COST AND EXPENSE OF BORROWERS, SHALL EXECUTE AND DELIVER TO
BORROWERS RELEASES, SATISFACTIONS, RECONVEYANCES, DISCHARGES, TERMINATIONS
AND/OR ASSIGNMENTS, AS APPLICABLE AND AS REASONABLY REQUESTED BY BORROWERS, OF
THE MORTGAGE AND THE OTHER LOAN DOCUMENTS RELATING TO THE APPLICABLE PARTIAL
ADJACENT PARCEL.
(E)
WITH RESPECT TO AN ADJACENT PARCEL SALE,
UPON THE FULL EXECUTION, DELIVERY AND, AS APPROPRIATE, RECORDATION OR FILING OF
THE APPLICABLE DOCUMENTS CONTEMPLATED UNDER SECTION 2.5.2(D) HEREOF, ALL
REFERENCES IN THIS AGREEMENT TO THE TERMS "REMAINING ADJACENT PARCEL" AND
"ADJACENT PROPERTY" SHALL BE DEEMED TO EXCLUDE THE APPLICABLE PARTIAL ADJACENT
PARCEL FOR ALL PURPOSES HEREUNDER.
2.5.3
RELEASE OF IP.
(A)
CONDITIONS FOR RELEASE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, IN THE EVENT THAT IP BORROWER SHALL DESIRE TO SELL THE IP (IN WHOLE