to require, or otherwise result
in, the release of the Lien of the Mortgage or any other Loan Document on any
Property or the IP.
2.5.1
Releases of Release Parcel.
(A)
CONDITIONS FOR RELEASE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, ADJACENT BORROWER SHALL HAVE THE RIGHT, WITHOUT THE PRIOR CONSENT OF
LENDER AND WITHOUT VIOLATING THE LOAN DOCUMENTS, TO (1) SELL ONE OR MORE
PORTIONS OF THE RELEASE PARCEL (EACH, INCLUDING THE ENTIRE RELEASE PARCEL, A
"PARTIAL RELEASE PARCEL") EITHER TO A BONAFIDE THIRD PARTY PURCHASER (A
"BONAFIDE RELEASE PARCEL PURCHASER") OR TO AN AFFILIATE OF BORROWER OR ANY OTHER
RESTRICTED PARTY (AN "AFFILIATE RELEASE PARCEL PURCHASER"; AND TOGETHER WITH A
BONAFIDE RELEASE PARCEL PURCHASER, INDIVIDUALLY, A "RELEASE PARCEL PURCHASER"),
OR (2) REFINANCE ONE OR MORE PARTIAL RELEASE PARCELS (EACH OF THE FOREGOING,
INCLUDING A SALE OR REFINANCING OF THE ENTIRE RELEASE PARCEL, A "RELEASE PARCEL
SALE", IT BEING AGREED THAT, FOR PURPOSES OF THIS SECTION 2.5.1, A REFINANCING
OF A PARTIAL RELEASE PARCEL, INCLUDING THE ENTIRE RELEASE PARCEL, SHALL BE
TREATED AS A RELEASE PARCEL SALE THEREOF TO AN AFFILIATE RELEASE PARCEL
PURCHASER), AND OBTAIN A RELEASE OF SUCH PARTIAL RELEASE PARCEL FROM THE LIENS
OF THE MORTGAGE AND THE OTHER LOAN DOCUMENTS ENCUMBERING SUCH PARTIAL RELEASE
PARCEL, PROVIDED THAT ALL OF THE FOLLOWING CONDITIONS SHALL BE SATISFIED WITH
RESPECT TO EACH SUCH RELEASE PARCEL SALE:
(I)
AT LEAST TEN (10) BUSINESS DAYS PRIOR TO
THE ANTICIPATED DATE OF SUCH RELEASE PARCEL SALE, ADJACENT BORROWER SHALL HAVE
SUBMITTED TO LENDER A WRITTEN REQUEST FOR RELEASE (A "SALE REQUEST"),
SPECIFICALLY IDENTIFYING AND LEGALLY DESCRIBING THE PARTIAL RELEASE PARCEL THAT
ADJACENT BORROWER INTENDS TO SELL, WHICH PROPOSED PARTIAL RELEASE PARCEL SHALL,
UNLESS IT IS THE ENTIRE RELEASE PARCEL, BE REASONABLY ACCEPTABLE TO LENDER
TAKING INTO ACCOUNT ITS POTENTIAL IMPACT ON THE VALUE OF THE REMAINING PORTIONS
OF THE RELEASE PARCEL AND THE REMAINING ADJACENT PARCEL, WHICH SALE REQUEST
SHALL INCLUDE A COPY OF THE CONTRACT OF SALE RELATING TO SUCH RELEASE PARCEL
SALE AND AN OFFICER'S CERTIFICATE PROVIDING A CERTIFICATION THAT
74
(A) AS OF THE DATE OF SUCH SALE REQUEST, NO MONETARY DEFAULT NOR ANY EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (B) THE PROPOSED PURCHASER IS A
BONAFIDE RELEASE PARCEL PURCHASER OR AN AFFILIATE RELEASE PARCEL PURCHASER, AS
APPLICABLE, AND (C) THE COPY OF THE CONTRACT OF SALE RELATING TO SUCH RELEASE
PARCEL SALE ATTACHED TO SUCH CERTIFICATION IS TRUE, CORRECT AND COMPLETE;
(II)
ADJACENT BORROWER SHALL HAVE DELIVERED TO
LENDER REASONABLY DETAILED INFORMATION REGARDING THE TERMS OF, AND THE ACTUAL
AND REASONABLY ANTICIPATED COSTS AND EXPENSES ASSOCIATED WITH, SUCH RELEASE
PARCEL SALE IN ORDER TO ENABLE LENDER TO REASONABLY DETERMINE THE RELEASE PARCEL
RELEASE PRICE WITH RESPECT THERETO, ALL OF WHICH SHALL BE CERTIFIED BY ADJACENT
BORROWER TO LENDER AS TRUE, COMPLETE AND CORRECT;
(III)
ALL ACCRUED AND UNPAID INTEREST AND ANY
UNPAID OR UNREIMBURSED AMOUNTS IN RESPECT OF THE LOAN AND ANY OTHER SUM THEN