Common use of Out-Parcel Severance Clause in Contracts

Out-Parcel Severance. Borrower shall be permitted to transfer, and Xxxxxx shall release from the lien of this Security Instrument (a “Release”) and the other Loan Documents, the unimproved parcel comprising a portion of the Property more particularly described in Exhibit F attached hereto (the “Out-Parcel”) encumbered by this Security Instrument, from the lien hereof, upon not less than thirty (30) nor more than ninety (90) days’ prior written notice to Lender, upon satisfaction of all of the following terms and conditions: (a) No Default shall have occurred and be continuing and all amounts which are then required to be deposited in the Sub-Accounts shall have been so deposited. (b) The Out-Parcel shall be designated by a metes and bounds description and a survey which would be acceptable to a prudent Institutional Lender effectuating a release in connection with a mortgage loan similar to the Loan. (c) The following conditions shall have been satisfied, and Xxxxxx shall have received an Officer’s Certificate, not less than fifteen (15) Business Days prior to the proposed release of the Out-Parcel, stating that: (i) the use to which the Out-Parcel will be put shall be consistent with the use to which out-parcels and expansion parcels are generally put in other first class retail shopping centers; (ii) the portion of the Realty remaining subject to the lien of this Security Instrument after release of the Out-Parcel (the “Remaining Realty”) will continue to (A) be in compliance with the terms of this Security Instrument and the Approved Manager Standard, (B) have adequate access to publicly dedicated roadways, and (C) be in full compliance with all Legal Requirements and with the terms of all Leases and Property Agreements relating to the Remaining Realty; (iii) the proposed use of the Out-Parcel will not violate the provisions of any Lease or Property Agreement affecting the Remaining Realty and, to the extent reasonably required, the permitted uses of the Out-Parcel will be restricted of record, as reasonably agreed to by Xxxxxx, to insure that use of the Out-Parcel will not violate the provisions of any Leases or Property Agreements; (iv) Borrower shall have caused the Out-Parcel to be a separate parcel of land for all subdivision, zoning, and taxing purposes; (v) the disposition of the Out-Parcel shall not have a Material Adverse Effect; (vi) title to the Out-Parcel shall have been or shall simultaneously be conveyed to a Person other than Borrower; (vii) the Debt Service Coverage allocated to the Remaining Realty shall be not less than Debt Service Coverage immediately prior to the Release, provided, however, in the event the Debt Service Coverage of the Remaining Realty is reduced solely as a result of any tenants under Space Leases having termination or rent abatement rights in connection with a Release, Borrower shall be permitted to effectuate a Release in accordance with the terms hereof if (A) the rental income from such Space Leases does not constitute more than five percent (5%) of the gross rental income of the Property and (B) Borrower deposits into the Underwritten Rent Escrow Account an additional sum equal to the amount of such abated rent, in the case of a rent abatement, or the gross rent due for the balance of the term of the Space Lease in the case of a terminated Space Lease and, provided that no Event of Default has occurred and is continuing, a portion of such additional deposit shall be released to Borrower upon request therefor upon termination of the abatement or reletting of the portion of the Premises relating to the terminated Space Lease, as applicable; and (viii) no tenant under any Lease has executed or is negotiating in contemplation of executing a lease or other occupancy agreement with respect to a portion of the Out-Parcel.

Out-Parcel Severance. Borrower (a) Grantor shall be permitted to transfer, and Xxxxxx Beneficiary shall release from the lien of this Security Instrument (a “Release”) Deed of Trust and the other Loan Documents, the any unimproved out-parcel or unimproved expansion parcel comprising a portion of the Trust Property more particularly described in Exhibit F attached hereto (either of which is hereinafter referred to as the “"Out-Parcel”") encumbered secured by this Security InstrumentDeed of Trust, from the lien hereof, upon not less than thirty (30) nor more than ninety (90) days’ ' prior written notice to LenderBeneficiary, upon satisfaction of all of the following terms and conditions: (ai) No Default shall have occurred and be continuing and all amounts which are then required to be deposited in the Sub-Accounts shall have been so deposited. (bii) The Out-Parcel shall be designated by a metes and bounds description and a survey which would be acceptable reasonably satisfactory to a prudent Institutional Lender effectuating a release in connection with a mortgage loan similar to the LoanBeneficiary. (ciii) The following conditions shall have been satisfied, and Xxxxxx Beneficiary shall in addition have received an Officer’s 's Certificate, not less than fifteen (15) Business Days prior to the proposed transfer or release of the Out-Parcel, stating that: (iA) the use to which the Out-Parcel will be put put, shall be consistent with the use to which out-parcels and expansion parcels are generally put in other first class retail shopping centers; (iiB) the portion of the Realty remaining subject to the lien of this Security Instrument Deed of Trust after release of the Out-Parcel (the “"Remaining Realty”") will continue to (A) be in compliance with the terms of this Security Instrument and the Approved Manager Standard, (B) have adequate access to publicly dedicated roadways, and (C) be remain in full compliance with all Legal Requirements and with the terms of all Space Leases and Property Agreements relating to on the Remaining Realty; (iiiC) the proposed use of the Out-Parcel will not violate the provisions of any Space Lease or Property Agreement affecting the Remaining Realty and, to Realty. To the extent reasonably required, the permitted uses of the Out-Parcel will be restricted of record, as reasonably agreed to by Xxxxxx120 Beneficiary, to insure that use of the Out-Parcel will not violate the provisions of this Deed of Trust or any Space Leases or Property Agreements; (ivD) Borrower Grantor shall have caused the Out-Parcel to be a separate parcel of land for all subdivision, zoning, and taxing purposes; (v) the disposition of the Out-Parcel shall not have a Material Adverse Effect; (viE) title to the Out-Parcel shall have been or shall simultaneously be conveyed to a Person other than a Cross-collateralized Borrower; (viiF) the disposition of the Out-Parcel shall not have a Material Adverse Affect on the Net Operating Income; (G) the occupancy rate of the Remaining Realty shall be greater than 90% without regard to the portion, if any, of the Remaining Realty which constitutes an Expansion Space for which either no Expansion Funding has been made or an Expansion Funding has occurred within the prior eighteen (18) months; provided, however, if any portion of the Remaining Realty constitutes an Expansion Space, only tenants which fall within one of the categories of tenants set forth in clauses (i) through (vi) of the definition of Expansion Income shall be utilized in the calculation of the occupancy rate for the portion of the Remaining Realty which constitutes an Expansion Space; (H) the Debt Service Coverage allocated allocable to the Remaining Realty (exclusive of Net Operating Income and principal and interest on aggregate Expansion Funding Amounts allocable to any Expansion Space for which either no Expansion Funding has been made or an Expansion Funding has occurred within the prior eighteen (18) months) shall not be not less than Debt Service Coverage immediately prior to the Release, provided, however, in the event the Debt Service Coverage of the Remaining Realty is reduced solely as a result of any tenants under Space Leases having termination or rent abatement rights in connection with a Release, Borrower shall be permitted to effectuate a Release in accordance with the terms hereof if (A) the rental income from such Space Leases does not constitute more than five percent (5%) of the gross rental income of the Property and (B) Borrower deposits into the Underwritten Rent Escrow Account an additional sum equal to the amount of such abated rent, in the case of a rent abatement, or the gross rent due for the balance of the term of the Space Lease in the case of a terminated Space Lease and, provided that no Event of Default has occurred and is continuing, a portion of such additional deposit shall be released to Borrower upon request therefor upon termination of the abatement or reletting of the portion of the Premises relating to the terminated Space Lease, as applicableClosing DSC; and (viiiI) no tenant under any Lease has executed executed, or is negotiating in contemplation of executing executing, a lease or other occupancy agreement with respect to a portion of such Out-Parcel; 121 provided, however, that if the conditions set forth in clauses (G) or (H) are not met, provided that all of the other conditions required for the release of an Out-Parcel shall have been met, an Out-Parcel may be released from the lien of this Deed of Trust if it is sold to a bona-fide third Person and all sums received in consideration of such sale are applied to defease the Debt in accordance with the provisions of Section 15.01 hereof. (iv) To the extent reasonably required, an appropriate Property Agreement shall be executed (and a copy delivered to Beneficiary) to govern the integrated use and operation, if applicable, of the Remaining Realty and the Out-Parcel. (v) A title policy endorsement to the Beneficiary's lenders' title insurance policy to the effect that the release of the Out-Parcel will not have an adverse affect on the priority of the lien of this Deed of Trust with respect to the Remaining Realty. (vi) Grantor shall, at its sole cost and expense, prepare any and all documents and instruments necessary to effect the release of the Out-Parcel, all of which shall be subject to the reasonable approval of Beneficiary, and Grantor shall pay all costs reasonably incurred by Beneficiary (including, but not limited to, reasonable attorneys' fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of such release. (vii) All agreements and instruments to be delivered to Beneficiary pursuant to this Section 15.04 shall be in form and substance reasonably satisfactory to Beneficiary and its counsel and included with the Officer's Certificate required to be delivered pursuant to clause (iii) of this Section 15.04 shall be evidence in form and substance satisfactory to Beneficiary supporting the statements, calculations and information required pursuant to clauses (iii)(F), (G) and (H) of this Section 15.04. (b) No Release Price or other consideration shall be payable by Grantor to Beneficiary in connection with a release of an Out-Parcel made in accordance with the provisions of this Section 15.04.

Out-Parcel Severance. (a) A Borrower shall be permitted to transfer, and Xxxxxx Lender shall release from the lien of this Security Instrument (a “Release”) the applicable Mortgage and the other Loan Documents, the any unimproved out-parcel or unimproved expansion parcel comprising a portion of a Property (either of which is hereinafter referred to as the Property more particularly described in Exhibit F attached hereto (the “"Out-Parcel”) encumbered by this Security Instrument, from the lien hereof"), upon not less than thirty (30) nor more than ninety (90) days’ ' prior written notice to Lender, upon satisfaction of all of the following terms and conditions: (ai) No Default shall have occurred and be continuing and all amounts which are then required to be deposited in into the Subsub-Accounts accounts of the Cash Collateral Account pursuant to the Cash Collateral Account Agreement shall have been so deposited. (bii) The Out-Parcel shall be designated by a metes and bounds description and a survey which would be acceptable reasonably satisfactory to a prudent Institutional Lender effectuating a release in connection with a mortgage loan similar to the LoanLender. (ciii) The following conditions shall have been satisfied, and Xxxxxx Lender shall in addition have received an Officer’s 's Certificate, not less than fifteen (15) Business Days prior to the proposed transfer or release of the Out-Parcel, stating that: (iA) the use to which the Out-Parcel will be put shall be consistent with the use to which out-parcels and expansion parcels are generally put in other first class retail shopping centers; (iiB) the portion of the Realty Property remaining subject to the lien of this Security Instrument the Mortgage encumbering the Out-Parcel after release of the Out-Parcel (the “"Remaining Realty”") will continue to (A) be in compliance with the terms of this Security Instrument and the Approved Manager Standard, (B) have adequate access to publicly dedicated roadways, and (C) be remain in full compliance with all Legal Requirements and with the terms of all Leases and Property Agreements relating to affecting the Remaining Realty; (iiiC) the proposed use of the Out-Parcel will not violate the provisions of any Lease or Property Agreement affecting the Remaining Realty and, to Realty. To the extent reasonably required, the permitted uses of the Out-Parcel will be restricted of record, as reasonably agreed to by XxxxxxLender, to insure that use of the Out-Parcel will not violate the provisions of the Loan Documents or any Leases or Property Agreements; (ivD) Borrower Borrowers shall have caused the Out-Parcel to be a separate parcel of land for all subdivision, zoning, and taxing purposes; (v) the disposition of the Out-Parcel shall not have a Material Adverse Effect; (viE) title to the Out-Parcel shall have been or shall simultaneously be conveyed to a Person other than a Borrower; (viiF) the disposition of the Out-Parcel shall not have a Material Adverse Effect on the Net Operating Income for the Property of which it was a part; (G) the occupancy rate of the Remaining Realty shall be greater than 80%; (H) the Debt Service Coverage allocated to Ratio (computed based on the Remaining Realty shall be not less than Debt Service Coverage immediately prior to the Release, provided, however, in the event the Debt Service Coverage Net Operating Income of the Remaining Realty is reduced solely as a result of any tenants under Space Leases having termination or rent abatement rights in connection with a Release, Borrower shall be permitted to effectuate a Release in accordance with and the terms hereof if (A) the rental income from such Space Leases does not constitute more than five percent (5%) of the gross rental income of the Property and (B) Borrower deposits into the Underwritten Rent Escrow Account an additional sum equal to the amount of such abated rent, in the case of a rent abatement, or the gross rent due Allocated Loan Amount for the balance of applicable Property) shall not be less than the term of the Space Lease in the case of a terminated Space Lease and, provided that no Event of Default has occurred and is continuing, a portion of such additional deposit shall be released to Borrower upon request therefor upon termination of the abatement or reletting of the portion of the Premises relating to the terminated Space Lease, as applicableInitial DSCR; and (viiiI) no tenant under any Lease has executed executed, or is negotiating in contemplation of executing executing, a lease or other occupancy agreement with respect to a portion of such Out-Parcel unless a replacement tenant or tenants acceptable to Lender have executed a lease for the space to be vacated, and Lender receives satisfactory evidence thereof; provided, however, that if the conditions set forth in clauses (G) or (H) are not satisfied, provided that all of the other conditions required for the release of an Out-Parcel shall have been satisfied, an Out-Parcel may be released from the lien of the applicable Mortgage if it is sold to a bona-fide third Person and all sums received in consideration of such sale are applied to partially defease the Debt in accordance with the provisions of Section 2.3.3 hereof. (iv) To the extent reasonably required, an appropriate Property Agreement shall be executed and recorded (and a copy delivered to Lender) to govern the integrated use and operation, if applicable, of the Remaining Realty and the Out-Parcel. (v) Lender shall receive, at Borrower's sole cost, an endorsement to Lender's title insurance policy to the effect that the release of the Out-Parcel will not have an adverse affect on the priority of the lien of the applicable Mortgage with respect to the Remaining Realty encumbered by such Mortgage. (vi) Borrowers shall, at their sole cost and expense, prepare any and all documents and instruments necessary to effect the release of the Out-Parcel, all of which shall be subject to the reasonable approval of Lender, and Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys' fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of such release and any other documents, including Project Agreements, required in connection with the release of the Out-Parcel. (vii) All agreements and instruments to be delivered to Lender pursuant to this Section 2.4.3 shall be in form and substance reasonably satisfactory to Lender and its counsel, and included with the Officer's Certificate required to be delivered pursuant to clause (iii) of this Section 2.4.3 shall be evidence in form and substance satisfactory to Lender supporting the statements, calculations and information required pursuant to clauses (iii)(F), (G) and (H) of this Section 2.4.3. (b) No Release Price or other consideration shall be payable by Borrowers to Lender in connection with a release of an Out-Parcel made in accordance with the provisions of this Section 2.4.3.

Out-Parcel Severance. Borrower Notwithstanding any other provision of this Mortgage to the contrary, Mortgagor shall be permitted to transfer, and Xxxxxx Mortgagee shall release from the lien of this Security Instrument (a “Release”) Mortgage and the other Loan Documents, the any unimproved out-parcel and one anchor-store parcel comprising a portion of the Mortgaged Property more particularly described in Exhibit F attached hereto (either of which is hereinafter referred to as the “"Out-Parcel”") encumbered secured by this Security InstrumentMortgage, from the lien hereof, upon not less than thirty (30) nor more than ninety (90) days’ ' prior written notice to LenderMortgagee, upon satisfaction of all of the following terms and conditions: (a) No Default shall have occurred and be continuing and all amounts which are then required to be deposited in the Sub-Accounts shall have been so deposited. (b) The Out-Parcel shall be designated by a metes and bounds description and a survey which would be acceptable reasonably satisfactory to a prudent Institutional Lender effectuating a release in connection with a mortgage loan similar to the LoanMortgagee. (c) The following conditions shall have been satisfied, and Xxxxxx Mortgagee shall in addition have received an Officer’s 's Certificate, not less than fifteen (15) Business Days prior to the proposed transfer or release of the Out-Parcel, stating that: (i) the use to which the Out-Parcel will be put put, shall be consistent with the use to which out-parcels and expansion parcels or anchor-store parcels, as applicable, are generally put in other first class retail enclosed regional shopping centers;, as reasonably determined by Mortgagor. (ii) the portion of the Realty remaining subject to the lien of this Security Instrument Mortgage after release of the Out-Parcel (the “"Remaining Realty”") will continue to (A) be in compliance with the terms of this Security Instrument and the Approved Manager Standard, (B) have adequate access to publicly dedicated roadways, and (C) be remain in full compliance with all Legal Requirements and with the terms of all Space Leases and Property Agreements relating to on the Remaining Realty; (iii) the proposed use of the Out-Parcel will not violate the provisions of any Space Lease or Property Agreement affecting the Remaining Realty and, to Realty. To the extent reasonably required, the permitted uses of the Out-Parcel will be restricted of record, as reasonably agreed to by XxxxxxMortgagee, to insure that use of the Out-Parcel will not violate the provisions of this Mortgage or any Space Leases or Property Agreements; (iv) Borrower Mortgagor shall have caused the Out-Parcel to be a separate parcel of land for all subdivision, zoning, and taxing purposes;; 133 (v) the disposition of the Out-Parcel shall not have a Material Adverse Effect; (vi) title to the Out-Parcel shall have been or shall simultaneously be conveyed to a Person other than a Cross-collateralized Borrower; (vi) the disposition of the Out-Parcel shall not have a Material Adverse Affect on the Net Operating Income; (vii) the occupancy rate of the specialty stores (i.e., the stores occupied by tenants which are not tenants under Major Space Leases) located in the Remaining Realty shall be equal to or greater than 85% after giving effect to any proposed tenant relocations to the Out-Parcel; (viii) the Debt Service Coverage allocated allocable to the Remaining Realty shall not be not less than Debt Service Coverage immediately prior to the Release, provided, however, in the event the Debt Service Coverage of the Remaining Realty is reduced solely as a result of any tenants under Space Leases having termination or rent abatement rights in connection with a Release, Borrower shall be permitted to effectuate a Release in accordance with the terms hereof if (A) the rental income from such Space Leases does not constitute more than five percent (5%) of the gross rental income of the Property and (B) Borrower deposits into the Underwritten Rent Escrow Account an additional sum equal to the amount of such abated rent, in the case of a rent abatement, or the gross rent due for the balance of the term of the Space Lease in the case of a terminated Space Lease and, provided that no Event of Default has occurred and is continuing, a portion of such additional deposit shall be released to Borrower upon request therefor upon termination of the abatement or reletting of the portion of the Premises relating to the terminated Space Lease, as applicable; andClosing DSC; (viiiix) no tenant under any Lease has executed executed, or is negotiating in contemplation of executing executing, a lease or other occupancy agreement with respect to a portion of such Out-Parcel; and (x) an amount equal to the greater of (A) all sums received by Mortgagor in connection with the sale of the Out-Parcel and (B) the fair market value of the Out-Parcel as reasonably determined by Mortgagee is, at Mortgagor's discretion either (1) paid to Mortgagee to be applied as a prepayment of the Loan in accordance with Section 15.01 hereof or (2) deposited in an Eligible Account established in the name of Mortgagee at the bank in which the Central Account is located from which disbursements may be made for the purpose of making improvements to the Premises which are of a capital nature. Provided that Mortgagee has received from Mortgagor at least five (5) Business Days prior written notice, and not more frequently than once each month, and further provided that no Event of Default has occurred, that there are sufficient funds available in such account and that Mortgagor shall have theretofore furnished Mortgagee with lien waivers, copies of bills, invoices and other reasonable documentation as may be required by Mortgagee to 134 establish that the capital costs which are the subject of such request represent amounts due for completed or partially completed capital work and improvements performed at the Mortgaged Property, Mortgagee shall disburse to Mortgagor out of such account any sums necessary to reimburse Mortgagor for such capital costs. (xi) Mortgagor shall have delivered to Mortgagee an opinion letter of counsel in form and substance acceptable to Mortgagee to the effect that, with respect to the trust in which the Loan is included as an asset in connection with the Securitization, such Release shall not (i) adversely affect the qualification as a "real estate mortgage investment conduit" (a "REMIC") within the meaning of Section 860D of the Code of the portion of the Trust Fund which is intended to qualify as a REMIC (the "Trust REMIC"), (ii) result in any tax being imposed on the Trust REMIC under Sections 860F(a) or 860G(d) of the Code, or (iii) result in the portion of the Trust Fund exclusive of the Trust REMIC being treated as other than a grantor trust that is not a taxable mortgage pool for federal income tax purposes. (d) To the extent reasonably required, an appropriate Property Agreement shall be executed (and a copy delivered to Mortgagee) to govern the integrated use and operation, if applicable, of the Remaining Realty and the Out-Parcel. (e) A title policy endorsement to the Mortgagee's lenders' title insurance policy to the effect that the release of the Out-Parcel will not have an adverse affect on the priority of the lien of this Mortgage with respect to the Remaining Realty. (f) Mortgagor shall, at its sole cost and expense, prepare any and all documents and instruments necessary to effect the release of the Out-Parcel, all of which shall be subject to the reasonable approval of Mortgagee, and Mortgagor shall pay all costs reasonably incurred by Mortgagee (including, but not limited to, reasonable attorneys' fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of such release. (g) All agreements and instruments to be delivered to Mortgagee pursuant to this Section 15.02 shall be in form and substance reasonably satisfactory to Mortgagee and its counsel and included with the Officer's Certificate required to be delivered pursuant to clause (iii) of this Section 15.02 shall be evidence in form and substance satisfactory to Mortgagee supporting the statements, calculations and information required pursuant to clauses (c)(vi), (vii) and (viii) of this Section 15.02.

Out-Parcel Severance. (a) A Borrower shall be permitted to transfer, and Xxxxxx Lender shall release from the lien of this Security Instrument (a “Release”) the applicable Mortgage and the other Loan Documents, the any unimproved out-parcel or unimproved expansion parcel comprising a portion of a Property (either of which is hereinafter referred to as the Property more particularly described in Exhibit F attached hereto (the “"Out-Parcel”) encumbered by this Security Instrument, from the lien hereof"), upon not less than thirty (30) nor more than ninety (90) days’ ' prior written notice to Lender, upon satisfaction of all of the following terms and conditions: (ai) No Default or Event of Default shall have occurred and be continuing and all amounts which are then required to be deposited in into the Subsub-Accounts accounts of the Cash Collateral Account pursuant to the Cash Collateral Account Agreement shall have been so deposited. (bii) The Out-Parcel shall be designated by a metes and bounds description and a survey which would be acceptable reasonably satisfactory to a prudent Institutional Lender effectuating a release in connection with a mortgage loan similar to the LoanLender. (ciii) The following conditions shall have been satisfied, and Xxxxxx Lender shall in addition have received an Officer’s 's Certificate, not less than fifteen (15) Business Days prior to the proposed transfer or release of the Out-Parcel, stating that: (iA) the use to which the Out-Parcel will be put shall be consistent with the use to which out-parcels and expansion parcels are generally put in other first class retail shopping centers; (iiB) the portion of the Realty Property remaining subject to the lien of this Security Instrument the Mortgage encumbering the Out-Parcel after release of the Out-Parcel (the “"Remaining Realty”") will continue to (A) be in compliance with the terms of this Security Instrument and the Approved Manager Standard, (B) have adequate access to publicly dedicated roadways, and (C) be remain in full compliance with all Legal Requirements and with the terms of all Leases and Property Agreements relating to affecting the Remaining Realty; (iiiC) the proposed use of the Out-Parcel will not violate the provisions of any Lease or Property Agreement affecting the Remaining Realty and, to Realty. To the extent reasonably required, the permitted uses of the Out-Parcel will be restricted of record, as reasonably agreed to by XxxxxxLender, to insure that use of the Out-Parcel will not violate the provisions of the Loan Documents or any Leases or Property Agreements; (ivD) Borrower Borrowers shall have caused the Out-Parcel to be a separate parcel of land for all subdivision, zoning, and taxing purposes; (v) the disposition of the Out-Parcel shall not have a Material Adverse Effect; (viE) title to the Out-Parcel shall have been or shall simultaneously be conveyed to a Person other than a Borrower; (viiF) the disposition of the Out-Parcel shall not have a Material Adverse Effect on the Net Operating Income for the Property of which it was a part; (G) the occupancy rate of the Remaining Realty shall be greater than 80%; (H) the Debt Service Coverage allocated to Ratio (computed based on the Remaining Realty shall be not less than Debt Service Coverage immediately prior to the Release, provided, however, in the event the Debt Service Coverage Net Operating Income of the Remaining Realty is reduced solely as a result of any tenants under Space Leases having termination or rent abatement rights in connection with a Release, Borrower shall be permitted to effectuate a Release in accordance with and the terms hereof if (A) the rental income from such Space Leases does not constitute more than five percent (5%) of the gross rental income of the Property and (B) Borrower deposits into the Underwritten Rent Escrow Account an additional sum equal to the amount of such abated rent, in the case of a rent abatement, or the gross rent due Allocated Loan Amount for the balance of the term of the Space Lease in the case of a terminated Space Lease and, provided that no Event of Default has occurred and is continuing, a portion of such additional deposit applicable Property) shall not be released to Borrower upon request therefor upon termination of the abatement or reletting of the portion of the Premises relating to the terminated Space Lease, as applicableless than 1.25; and (viiiI) no tenant under any Lease has executed executed, or is negotiating in contemplation of executing executing, a lease or other occupancy agreement with respect to a portion of such Out-Parcel unless a replacement tenant or tenants acceptable to Lender have executed a lease for the space to be vacated, and Lender receives satisfactory evidence thereof; (iv) To the extent reasonably required, an appropriate Property Agreement shall be executed and recorded (and a copy delivered to Lender) to govern the integrated use and operation, if applicable, of the Remaining Realty and the Out-Parcel. (v) Lender shall receive, at Borrower's sole cost, an endorsement to Lender's title insurance policy to the effect that the release of the Out-Parcel will not have an adverse affect on the priority of the lien of the applicable Mortgage with respect to the Remaining Realty encumbered by such Mortgage. (vi) Borrowers shall, at their sole cost and expense, prepare any and all documents and instruments necessary to effect the release of the Out-Parcel, all of which shall be subject to the reasonable approval of Lender, and Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys' fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of such release and any other documents, including Project Agreements, required in connection with the release of the Out-Parcel. (vii) All agreements and instruments to be delivered to Lender pursuant to this Section 2.4.3 shall be in form and substance reasonably satisfactory to Lender and its counsel, and included with the Officer's Certificate required to be delivered pursuant to clause (iii) of this Section 2.4.3 shall be evidence in form and substance satisfactory to Lender supporting the statements, calculations and information required pursuant to clauses (iii)(F), (G) and (H) of this Section 2.4.3. (b) No Release Price or other consideration shall be payable by Borrowers to Lender in connection with a release of an Out-Parcel made in accordance with the provisions of this Section 2.4.3.