Common use of Partial Release Clause in Contracts

Partial Release. The Lender agrees to cooperate in all reasonable respects to release any of the encumbered Properties from the lien of the Mortgage, provided that: (a) There shall exist no default or Event of Default under this Agreement or default under any of the Note, the Mortgage or the other Loan Documents; (b) In the event that a partial release of any of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof; (c) Borrowers shall deliver to the Bank: i. evidence that the release of Property from the lien of the Mortgage does not adversely affect the rights of any tenant under any Lease, rental income generated from any Lease or other income generated from the Property; ii. Borrowers shall have delivered to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewith, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, and the cost of a zoning report) incurred in connection with the release of Property.

Partial Release. The Lender agrees shall consent to cooperate in all reasonable respects to causing a release any of the encumbered Properties from the lien of the Mortgageapplicable Mortgage any applicable Property, provided thatsuch Property to be released, the “Released Property”, but only upon the satisfaction of all of the following conditions: a. Lender shall have received from Borrower at least thirty (a30) There shall exist no default or days' prior written notice of the date proposed for such release (the “Release Date”) and the identification of the Released Property; b. No Event of Default under this Agreement or default under any in either of the Note, the Mortgage or the other Loan Documents; (b) In the event that a partial release of any of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof; (c) Borrowers shall deliver to the Bank: i. evidence that the release of Property from the lien of the Mortgage does not adversely affect the rights of any tenant under any Lease, rental income generated from any Lease or other income generated from the Property; ii. Borrowers Mortgages shall have delivered to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends occurred and be continuing as of the date of such title insurance policy to notice and the effective date of the releaseRelease Date and no event or condition shall exist that, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time or giving of notice, would constitute an Event of DefaultDefault in the Mortgages; c. The release shall occur contemporaneously with the sale of the Released Property pursuant to an arm's-length, bona fide contract to a person who is not an affiliate of Borrower or any person or entity with any interest in Borrower, whether direct or indirect; d. Borrower shall pay to Lender on the Release Date an amount equal to the “Release Price” amount as indicated for such Released Property on Exhibit “A” attached to this Note (such greater amount, the “Release Price”). The Release Price shall be applied to the Loan in such order as determined by Lender, including the applicable prepayment premium; e. Borrower shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property has been formally designated as a distinct tax lot separate from the remaining Properties; f. Borrower shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property and the remaining portion of the Properties shall be legal lots or parcels in material compliance with the all Florida subdivision acts and local ordinances thereunder and that the remaining portion of the Property has adequate ingress and egress; g. If requested by Lender, Borrower, at its sole cost and expense, shall have delivered to Lender a title endorsement to the mortgagee policy of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such release, such title policy coverage has not been terminated or reduced by such releases; and iv. Borrowers h. Borrower shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s 's reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) actually incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewithby Lender, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of titleattorneys' fees and expenses, survey charges and recording costs, and the cost of a zoning report) incurred in connection with the release of the Released Property. Upon payment of the Release Price and the satisfaction of the other conditions set forth in this Section 12 for the release of the Released Property, the security interests and liens of Lender under the Mortgages shall be released from the Released Property, and Lender will execute and deliver any agreements reasonably requested by Borrower to release and terminate the lien of the Mortgages as to the Released Property; provided, however, that such release and termination shall be without recourse to Lender and made without any representation or warranty. Upon the release and termination of Lender's security interests and liens under the Mortgages and the other Loan Documents relating to the Released Property, all references in the Mortgages and the other Loan Documents relating to the Released Property shall be deemed deleted, except as otherwise provided herein with respect to indemnities.

Partial Release. The Notwithstanding anything to the contrary contained in the Loan Documents, Lender agrees will partially release its interest under the Deed of Trust with respect to cooperate in the Release Lot, upon the satisfaction of all reasonable respects to release any of the encumbered Properties from following conditions with respect to the lien release of the Mortgage, provided thatRelease Lot: (a) There shall exist be no default or Event of Default under this Agreement or default Potential Default hereunder or under any of the Note, the Mortgage or the other Loan Documents; (b) In Borrower has given Lender at least thirty (30) days prior written notice of Borrower's request for the event that a partial release of any of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereofRelease Lot; (c) Borrowers Borrower shall deliver provide Lender with copies of any and all purchase agreements, escrow instructions and related documentation and information pertinent to the Bank:release and sale of the Release Lot; i. (d) Lender has received evidence satisfactory to Lender that the portion of the Property remaining subject to the Deed of Trust Instrument (the "Remaining Parcel") (i) is a legally subdivided lot under all applicable Laws, (ii) will have the benefit of such easements and rights of way in, over and through the Release Lot as are, in Lender's judgment, necessary or desirable to provide or assure access to and from, utility service to, parking for and common wall maintenance and support to the Remaining Parcel, as applicable, (iii) complies, either by virtue of the location of the improvements or with a duly issued variance, with all applicable setback requirements, and (iv) constitutes a separately assessed parcel(s) for tax and assessment purposes; (e) The Title Company has issued, at Borrower's expense, appropriate endorsements to the Title Policy which provide that, notwithstanding the release of Property the Deed of Trust from the Release Lot, the lien of the Mortgage does not adversely affect Deed of Trust will remain unaffected thereby and will continue to be a first lien upon the rights of any tenant under any LeaseRemaining Parcel, rental income generated from any Lease or subject to no exceptions to title other income generated from than those shown on the PropertyTitle Policy; ii. Borrowers shall have delivered (f) Borrower has satisfied such other terms and conditions to the such release and reconveyance as Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Propertymay reasonably require; iii. a compliance certificate executed by (g) Borrower to establish that Borrower is in compliance with has paid all financial covenants set forth herein and that there are is no Event of Default or event that costs associated with the passage release of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of Lender's interest in the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewithRelease Lot, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of titleLender's title policy endorsements referred to above, survey charges and recording escrow costs, demand and the cost of a zoning reportreconveyance fees customarily charged by Lender in similar transactions, and Lender's actual legal fees and costs incurred in connection therewith; (h) incurred No release price shall be required in connection with the release of Propertythe Release Lot, so long as at the time of the release: (i) the Scheduled Completion Date Requirements have been satisfied; (ii) there is no material adverse change in the financial condition of Completion Guarantor; and (iii) there are no Events of Default under the Loan Documents; and (iv) the final map has been recorded for the subdivision of the Project into three parcels: one for Building 1, one for Building 2 and 3 and one for the Release Lot.; (i) The construction of the Work shall have been completed in accordance with the provisions of the Loan Documents; and (j) Lender shall have received payment, in immediately available funds of a non- refundable processing fee in the amount of Five Hundred Dollars ($500), which amount shall be fully earned by Lender upon Borrower's request for the release of the Release Lot.

Partial Release. The Lender agrees Subject to cooperate the provisions of Section 2.7, Borrower may prepay (at its sole option), without penalty, to Administrative Agent for the account of the Lenders as a principal payment of the Loan, the Release Price as reasonably determined by Administrative Agent in all reasonable respects accordance with the provisions of this Agreement in respect of any one or more Properties. If such payment is made, Administrative Agent shall, at Borrower’s request (as hereinafter provided), release the Deed of Trust (or, upon request by Borrower, an assignment thereof, without recourse and otherwise in form and substance reasonably satisfactory to release Administrative Agent) in respect of an applicable Property (but not any of the encumbered Properties from other Properties); provided, however, that the lien of the Mortgage, provided thatfollowing conditions shall be satisfied: (a) There shall exist no default or Event of Default under this Agreement or default under any Not less than thirty (30) days prior to the date of the Noterequested release (or assignment), Borrower shall deliver to Administrative Agent a written request identifying the Property or Properties requested to be released (or with respect to which the Deed of Trust is requested to be assigned), the Mortgage requested date of release (or assignment) and Borrower’s calculation of the Release Price for each such Property in accordance with this Agreement, together with operating statements and other Loan Documentsappropriate information in support of such calculation; (b) In Borrower shall furnish to Administrative Agent such additional information as Administrative Agent may reasonably request from time to time with respect to the event that a partial release of any determination of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereofRelease Price; (c) Borrowers shall deliver to Following such release (or assignment) and the Bank: i. evidence that the release of Property from the lien payment of the Mortgage does not adversely affect applicable Release Price, the rights Adjusted NOI of any tenant under any Lease, rental income generated from any Lease or other income generated from each individual Property for the Propertyperiod of twelve consecutive calendar months ending on the most recent DSC Test Date shall be less than thirty percent (30%) of the Aggregate Adjusted NOI for such period; ii. Borrowers shall have delivered (d) Prior to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewith, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In additionrelease (or assignment), Borrowers Borrower shall have paid reasonable out-of-pocket costs and expenses to Administrative Agent, for the account of third parties relating to the Lenders as a principal payment of the Loan, the Release Price as determined by Administrative Agent in accordance with the provisions of this Agreement; (e) No Default or Potential Default shall exist under the Loan Documents as of the date of the request delivered by Borrower under paragraph (a) above or as of the date of the release (includingor assignment); and (f) On the date of such release (or assignment), Administrative Agent shall have received (in addition to the Release Price) any and all sums then due and owing under the Loan Documents (including without limitationlimitation any Fixed Rate Price Adjustment provided for in Section 2.6(h)), the cost of titletogether with all escrow, survey charges closing and recording registration costs, and the cost costs of a zoning reportpreparing and delivering such release (or assignment). Neither the acceptance of any payment nor the issuance of any release (or assignment) incurred in connection with by Administrative Agent pursuant to this Section 2.14 shall affect any of Borrower’s obligations to pay all other amounts from time to time payable, or Borrower’s or any other Loan Party’s obligations, under the release of PropertyLoan Documents.

Partial Release. The Lender agrees With respect to cooperate in all reasonable respects to release any of the encumbered Properties from the lien of the Mortgage, provided that: (a) There shall exist no default or Event of Default under this Agreement or default under any of the Note, the Mortgage or the other Loan Documents; (b) In the event that a partial release of any portion of the Property would result in depicted on EXHIBIT "B" attached hereto and made a loan to value percentage that is not acceptable to part hereof (the Lender"PROPOSED RELEASE PARCEL"), Borrowers Lender shall reduce release the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof; (c) Borrowers shall deliver to the Bank: i. evidence that the release of Property Proposed Release Parcel from the lien of the Mortgage does upon written request made not adversely affect later than sixty (60) days after the rights of any tenant under any Lease, rental income generated from any Lease date hereof (the "OUTSIDE DATE") provided the following conditions are satisfied on or other income generated from the Property; ii. Borrowers shall have delivered prior to the Lender an endorsement with regard to Outside Date, it being understood and agreed that no release of the Bank’s existing mortgagee’s title insurance policy that Proposed Release Parcel shall be permitted after the Outside Date: (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default exists; (ii) Lender reasonably approves the location and legal description of the Proposed Release Parcel and the survey of the Proposed Release Parcel and the remaining Property, and is provided with evidence satisfactory to it that the Proposed Release Parcel constitutes an immaterial portion of the Property and has no value to the Property and no material effect whatsoever upon the Property or event the use or operation thereof; (iv) if Lender requires, Lender shall be provided with an opinion of counsel approved by Lender, and in form and substance satisfactory to Lender, to the effect that the release of the Proposed Release Parcel shall not cause a trust (the "TRUST") to which the Instrument may be sold, transferred or assigned to fail to qualify as a real estate mortgage investment conduit within the meaning of Section 860D of the Internal Revenue Code of 10986, as amended from time to time or any successor statute, or otherwise adversely impact the Trust; (v) the Proposed Release Parcel shall be separately subdivided from the remainder of the Property and that the remainder of the Property is a legally subdivided parcel in conformity with all applicable laws and ordinances and constitutes a separate tax parcel from the Proposed Release Parcel, with separate tax bills for the remainder of the Property after calendar year 2001, such subdivision and separate tax parceling to be accomplished in accordance with all applicable laws and ordinances and demonstrated as such to Lender's reasonable satisfaction; (vi) Borrower shall provide an endorsement to the Lender's title insurance policy which affirms the first priority lien of this Mortgage on the remainder of the Property and provides subdivision, separate tax parcel, zoning and other coverage reasonably required by Lender; (vii) Borrower demonstrates to Lender's satisfaction that the Proposed Release Parcel does not include any parking spaces, and that no interference with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% existing roadway, pavement and other accessways by the remainder of the net proceeds after payment of reasonable Property over the Proposed Release Parcel shall occur, and customary closing costs all if Lender requires Borrower shall create an easement satisfactory to Lender over and covenant respecting the Proposed Release Parcel for the benefit of the Lender’s remainder of the Property providing for the continuation of such access and for restrictions concerning the use of the Proposed Release Parcel and the adjoining property with which such Proposed Release Parcel shall be combined (the "Resulting Parcel"), which easement and covenant shall be in form and substance satisfactory to Lender and shall contain substantially the same use restrictions concerning the Resulting Parcel as are set forth in that certain Reciprocal Easement Agreement dated as of the date hereof between Borrower and Third Horizon Group Limited Partnership; and (viii) Borrower shall pay to Lender any reasonable out-of-out of pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with the Property Proposed Partial Release, including but not limited to Lender's attorneys fees and expenses and all recording fees for the review release documents, which fees and approval expenses shall be paid by Borrower notwithstanding that Lender has disapproved of the documents and information required to be delivered in connection therewith, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, and the cost of a zoning report) incurred in connection with the release of PropertyProposed Partial Release.

Partial Release. The Lender agrees Grantor shall have the right to cooperate in all reasonable respects sell, transfer, and convey title to individual Lots, or to grant a Construction Deed of Trust as to individual Lots, and Beneficiary shall release any the lien of the ▇▇▇▇ Deed of Trust from title to each Lot so sold, transferred, conveyed, or encumbered Properties concurrently with such transfer and conveyance or encumbrance, provided that (i) Grantor shall pay to Beneficiary the release price ("Release Price") set forth on Exhibit B hereto, subject to adjustment as provided below, (ii) in the case of any sale, transfer, or conveyance of title, each Lot so released shall be sold, transferred, or conveyed in a bona fide sales transaction, (iii) no material default under the ▇▇▇▇ Note or ▇▇▇▇ Deed of Trust shall have occurred and be continuing, (iv) Grantor shall have given Beneficiary at least seven (7) days prior written notice and shall have complied with all other terms and conditions of this Agreement, and (v) the partial release shall not impair the validity of the lien of the ▇▇▇▇ Deed of Trust as to the remaining Lots. It is expressly understood that the terms of this Section 2 shall not apply to the sale, conveyance, or transfer of all or a portion of the Property to an Approved Transferee in accordance with Section 10 of the ▇▇▇▇ Deed of Trust. a. The Release Price shall be paid by Grantor to Beneficiary through an escrow established for the transfer, conveyance or encumbrance of the Lot to be released hereunder, and the amount of the Release Price shall be treated as a payment under the ▇▇▇▇ Note, to be applied first to interest accrued under the ▇▇▇▇ Note and thereafter to principal. b. The parties acknowledge that the Release Prices reflect a reasonable allocation among the Lots of the total original principal amount under the ▇▇▇▇ Note (increased by twenty percent (20%) to provide for repayment of unpaid principal and accrued interest due under the ▇▇▇▇ Note) to each Lot based upon the respective values of the Lots and other relevant factors (such as the state of improvement of each Lot) as of the date of this Agreement. Grantor shall have the right from time to time to propose revisions to the schedule of Release Prices, to which ▇▇▇▇ shall not unreasonably withhold or delay its consent, provided that any revision to the schedule of Release Prices shall not (i) decrease the aggregate of all Release Prices, (ii) impair Beneficiary's security under the ▇▇▇▇ Deed of Trust, or (iii) decrease the rate of repayment of amounts due under the ▇▇▇▇ Note. c. It shall be a further condition to the release of any Lot from the lien of the Mortgage, provided that: ▇▇▇▇ Deed of Trust that Grantor shall provide a written notice to Beneficiary at least seven (a7) There shall exist no default days prior to the date that Grantor intends to transfer or Event of Default under this Agreement or default under any convey title to such Lot free of the Notelien created by the ▇▇▇▇ Deed of Trust. Such written notice shall specify the Lot to be released hereunder, certification by Grantor that the Mortgage Lot to be released will be sold, transferred or the other Loan Documents; (b) In the event that a partial release of any of the Property would result conveyed in a loan bona fide sales transaction, and the Release Price to value percentage that is not acceptable be paid by Grantor to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan Beneficiary as a condition to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof; (c) Borrowers shall deliver to the Bank: i. evidence that the release of Property from lien. Such written notice shall be accompanied by (i) a completed Request for Partial Reconveyance relating to the Lot to be released, and (ii) a proposed form of Beneficiary's escrow instructions to the escrow officer who will close the sale of the Lot. Grantor shall be solely liable for payment of all reconveyance fees and recording fees relating to partial releases of the lien of the Mortgage does not adversely affect the rights ▇▇▇▇ Deed of any tenant Trust under any Lease, rental income generated from any Lease or other income generated from the Property; ii. Borrowers shall have delivered to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewith, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, and the cost of a zoning report) incurred in connection with the release of Propertythis Agreement.

Partial Release. The Subject to the provisions of this Section 63, Lender agrees to cooperate in all reasonable respects to shall release any (a "Partial Release") one or more unimproved portions of the encumbered Properties from Security Property; the lien dimensions, location, and configuration of which shall be subject to Lender's approval, which shall be granted or denied by Lender in Lender's sole and absolute discretion (the "Release Lot"). Lender shall release the Release Lot upon satisfaction of each and every of the Mortgage, provided that:following conditions precedent (singularly and collectively referred to as the "Partial Release Conditions"): (a) There Any and all sums then due and payable to Lender under the Loan Documents shall exist be fully paid (including, without limitation, principal and interest under the Note and all sums constituting the Reserves and any other escrow required under the Loan Documents) and no default or Event of Default (as described in Section 23 hereof) shall exist and be continuing, nor shall Lender have given Borrower notice of any event or condition which, with the passage of time or the giving of notice (or both), could result in an Event of Default if not cured by Borrower. (b) At least thirty (30) days prior to the effective date of any proposed Partial Release, Borrower shall prepare and deliver to Lender (at Borrower's sole cost and expense) a proposed re-plat of the Release Lot and the unreleased portion of the Security Property and a survey plat and field notes for the Release Lot and for the remainder of the Security Property, all prepared by a licensed surveyor or engineer (which surveys and re-plats shall be, in form, consistent with surveys and re-plats for mortgage loans acceptable under Prudent Lender Standards and shall depict the exact location of the Release Lot relative to the remainder of the Security Property and the location of all applicable title matters. (c) Borrower must provide evidence, which would be deemed satisfactory pursuant to Prudent Lender Standards, to Lender of the following matters: (i) that the Release Lot and the balance of the Security Property shall comply with all federal, state and local environmental, land use and zoning laws (including, without limitation, minimum lot size, parking regulations, set-back lines, density requirements, lot coverage ratios, frontage, subdivision, site plan approval and access to a public right-of-way); (ii) that all required notices have been given and consents obtained in connection with the proposed Partial Release, including (without limitation) the consent of any governmental entity and any indemnitor; (iii) MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 68 that access to the remainder of the Security Property following the Partial Release to any previously dedicated streets and utilities shall not be impaired and that the construction of any future improvements on the Release Lot shall not impair the visibility or use of the remainder of the Security Property; and (iv) that the future uses of the Release Lot will not violate any exclusivity provision in any Lease pertaining to the Security Property nor any covenant, restriction, condition or other title matter then encumbering the Security Property. (d) Lender must have been provided complete information with respect to the proposed parking arrangement for the unreleased portion of the Security Property both immediately following the Partial Release and thereafter, which such proposed parking arrangement must be legally adequate for the remainder of the Security Property, must be deemed satisfactory pursuant to Prudent Lender Standards, and must include, to the extent Lender deems necessary or desirable, (i) a temporary parking arrangement reasonably convenient to the unreleased portion of the Security Property during the pendency of any construction on the Release Lot, (ii) a final parking arrangement after completion of any anticipated Improvements on the Release Lot, (iii) an insurable easement arrangement with respect to both the temporary and permanent parking arrangement, which parking facility will be without cost or expense to the owner of the unreleased portion of the Security Property, and (iv) a new loan policy of title insurance (or an endorsement to the existing loan policy of title insurance) providing title coverage to Lender with respect to such easement estate without exception and without any exception for liens. (e) Prior to the effective date of the proposed Partial Release, and to the extent Lender deems necessary or desirable, Borrower shall encumber the Release Lot with a recorded development or similar agreement (which must be deemed satisfactory pursuant to Prudent Lender Standards) covering such matters as mutual parking and access, maintenance, shared utilities, drainage and other similar issues and containing appropriate restrictions on the type, construction, location, height and use of any improvements then existing or thereafter to be constructed on the Release Lot. (f) Lender shall have received evidence in writing from the Rating Agency to the effect that the proposed Partial Release will not result in a requalification, reduction, downgrade or withdrawal of any rating initially assigned or to be assigned in a Secondary Market Transaction (hereinafter defined) or, if no such rating has been issued such Partial Release shall not have an adverse affect on the level of rating attainable in connection with the Loan. (g) The Release Lot shall be conveyed, contemporaneously with the Partial Release, such that Borrower shall continue to satisfy each of the requirements described in Section 12 hereof following such Partial Release. Without limiting the generality of the foregoing, Borrower acknowledges and agrees that, after the provision of the Partial Release, Borrower shall own no other asset other than the Security Property (excluding the Release Lot) but including the new easement rights to be provided to Borrower as described in this Section 63. (h) No proposed Partial Release shall (i) deny any unreleased portion of the Security Property reasonable access to public streets, roads or utilities, (ii) unreasonably divide any portion or tract of the remainder of the Security Property into strips or parcels, or MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 69 (iii) otherwise negatively impact in any manner whatsoever (whether due to the configuration of the Release Lot, any proposed Improvements thereof or otherwise) the remainder of the Security Property. (i) Borrower shall submit a prepared partial release instrument (the "Partial Release Instrument"), which must be deemed satisfactory pursuant to Prudent Lender Standards, and any information necessary for Lender to process the Partial Release Instrument, including a lot and block or metes and bounds description of the Release Lot, the name and address of the title insurance company to whose attention the Partial Release Instrument should be directed, numbers that reference the Partial Release Instrument (i.e., tax parcel numbers, title company order numbers, release numbers, etc.), the date when the Partial Release is to become effective, the name and address of the prospective purchaser of the Release Lot and such other documents and information as Lender may reasonably request in order to process the Partial Release Instrument. The Partial Release Instrument shall be delivered, in escrow, by Lender to the title company so designated, to be held, released, delivered and recorded in accordance with Lender's escrow instructions requiring the satisfaction of all Partial Release Conditions. In no event shall the execution and delivery of a Partial Release Instrument affect any of Lender's obligations under this Agreement or default under any of the Note, the Mortgage or the other Loan Documents;. (bj) In the event that a partial release of any of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof; (c) Borrowers Borrower shall deliver to the Bank: i. evidence that the release of Property from the lien of the Mortgage does not adversely affect the rights of any tenant under any Lease, rental income generated from any Lease or other income generated from the Property; ii. Borrowers shall have delivered to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends an endorsement to Lender's policy of title insurance for the Security Property bringing the date of such title insurance policy to the effective date of the release, (ii) insures that Partial Release and evidencing the continued first lien priority of the Mortgage is not affected(and with no such additional title matters) subject, however, to the Partial Release and additional easement coverage described hereinabove, or (ii) a new policy of title insurance, other endorsements or other information as Lender may require. (k) Borrower shall deliver to Lender a written agreement, in form and substance acceptable to Lender, providing that in the event any affiliate of Borrower owns or manages the Release Lot, Borrower shall agree, and (iii) insures shall cause such affiliate to agree, not to offer to any existing tenant at the rights and benefits Security Property any incentives or discounts of any new type not offered to all other potential tenants to entice or amended easement otherwise encourage any such tenant to terminate its lease at the Security Property and lease space at the Release Lot. Said written agreement affecting shall be delivered, in escrow, by Lender to the Property;title company so designated, to be held, released, delivered and recorded in accordance with Lender's escrow instructions requiring the satisfaction of all Partial Release Conditions. iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of the net proceeds after payment of (l) All reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses actually incurred by Lender (and any servicer of the Loan) in connection with the completion (and verification of completion) of all Partial Release Conditions, payment of all required fees of any Rating Agency and relative to the review, approval and execution of any Partial Release, shall be paid by Borrower prior to and as a condition of the execution of any Partial Release Instrument, including (but not limited to) reasonable attorneys’ fees ' fees, all costs and disbursementsexpenses of Lender (and any servicer of the Loan) incurred in connection with obtaining any engineering reports, opinions and consents, Rating Agency letters and any endorsement to Lender's policy of title insurance. All recording fees and taxes are to be paid by Borrower. MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 70 (m) The satisfaction of such other conditions precedent to satisfy Prudent Lender Standards, including but not limited to obtaining (i) an updated appraisal acceptable to Lender of each proposed Release Lot and of the remainder of the Security Property and the review (ii) a tax opinion from Borrower's counsel, in form and approval of the documents and information required substance acceptable to be delivered in connection therewithLender, such opining that the loan-to-value ratioproposed Partial Release will not violate any REMIC rules, collectivelyregulations, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, and the cost of requirements from a zoning report) incurred in connection with the release of Propertytax perspective.