Common use of Release of Out Parcel Clause in Contracts

Release of Out Parcel. At any time after the Closing Date, Borrower may transfer and obtain a release of the Out Parcel from the Lien of the applicable Mortgage upon at least ten (10) Business Days prior written notice, provided that any such release shall only be granted if the following conditions have been met or satisfied: (a) Borrower shall (i) pay Lender a processing fee equal to $10,000 and (ii) reimburse Lender for any costs and expenses it reasonably incurs arising from the transfer of the Out Parcel and any release of the Out Parcel from the Lien of the applicable Mortgage (including, without limitation, reasonable attorneys’ fees and expenses); (b) If an Event of Default is continuing at the time of such release, then Borrower shall remit to Lender one hundred percent (100%) of the net sales proceeds received by Borrower in connection with the release of the Out Parcel and such amount shall be applied to the Debt in accordance with Section 2.4.3 hereof; (c) The Out Parcel has not been developed, improved or subject to construction in any manner; (d) As of the Closing Date, the contract for the sale of the Out Parcel provides that the intended use of the Out Parcel shall be for activities consistent or complementary with the use of the related Individual Property and there shall have been no material modifications or amendments to such contract since the Closing Date; (e) Upon the transfer and release of the Out Parcel and after the completion of the standard approval process for tax lot-splits by the applicable municipal authority exercising jurisdiction over the Out Parcel, no part of the remaining Individual Property shall be part of a tax lot which includes any portion of the related Out Parcel; (f) Each applicable municipal authority exercising jurisdiction over the Out Parcel shall have approved, as part of its standard approval process, a lot-split ordinance or other applicable action under local law dividing the Out Parcel from the remainder of the related Individual Property and the required procedures or processes necessary for the assignment of separate tax identification numbers to each shall be initiated concurrently with the release and transfer of the Out Parcel; (g) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the related Individual Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Property is located; (h) As a result of the lot split, the remaining Individual Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in material violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Property is located; (i) Lender shall receive an Officer’s Certificate certifying that the single purpose nature and bankruptcy remoteness of Borrower and Principal following such release have not been adversely affected and are in accordance with the terms and provisions of the Loan Documents; (j) Appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Property and the Out Parcel regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender, requiring no cost or expense to Borrower other than customary and usual costs and expenses and which easements will not materially adversely affect the remaining Individual Property, shall be declared and recorded, and the remaining Individual Property and the Out Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the related Individual Property; (k) Lender shall have received (i) an appropriate title policy endorsement to the effect that the release of the Out Parcel will not have an adverse affect on the priority of the Lien of the related Mortgage on the remaining Individual Property, provided, however, the Lien of the Mortgage on the remaining Individual Property shall be subordinated to any easements created in connection with the release of the Out Parcel pursuant to this Section 2.6.5, and (ii) an appropriate title policy endorsement or other evidence reasonably satisfactory to Lender that there are no new or additional subordinate Liens on the remaining Individual Property other than Permitted Encumbrances; and (l) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(k) hereof have occurred or shall occur concurrently with the transfer and release of the Out Parcel.

Release of Out Parcel. At any time after the Closing Date, Borrower may transfer and obtain a release of the an Out Parcel from the Lien of the applicable Mortgage upon at least ten thirty (1030) Business Days days prior written notice, provided that any such release shall only be granted if the following conditions have been met or satisfied: (a) Borrower shall (i) pay Lender a processing fee equal to $10,000 and (ii) reimburse Lender for any costs and expenses it reasonably incurs arising from the transfer of the Out Parcel and any release of the Out Parcel from the Lien of the applicable Mortgage (including, without limitation, reasonable attorneys’ fees and expenses); (b) If an Event of Default is continuing At the time Borrower requests such release and at the time such release is granted there is no continuing Event of such release, then Borrower shall remit to Lender one hundred percent (100%) of the net sales proceeds received by Borrower in connection with the release of the Out Parcel and such amount shall be applied to the Debt in accordance with Section 2.4.3 hereofDefault; (c) The intended use of such Out Parcel has shall not been developedhave a material adverse effect on the value, improved use, operation or subject to construction in any manneroccupancy of the Tyson’s Corner Property; (d) As of the Closing Date, the contract for the sale of the Out Parcel provides that the intended use of the Out Parcel shall be for activities consistent or complementary with the use of the related Individual Property and there shall have been no material modifications or amendments to such contract since the Closing Date; (e) Upon the transfer and release of the Out Parcel and after the completion of the standard approval process for tax lot-splits by the applicable municipal authority exercising jurisdiction over the Out Parcel, no part of the remaining Individual Tyson’s Corner Property shall be part of a tax lot which includes any portion of the related Out Parcel; (fe) Each applicable municipal authority exercising jurisdiction over the Out Parcel shall have approved, as part of its standard approval process, a lot-split ordinance or other applicable action under local law dividing the Out Parcel from the remainder of the related Individual Tyson’s Corner Property and the required procedures or processes necessary for the assignment of separate tax identification numbers to each shall be initiated concurrently with the release and transfer of the Out Parcel; (gf) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the related Individual Tyson’s Corner Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Tyson’s Corner Property is located; (hg) As a result of the lot split, the remaining Individual Tyson’s Corner Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in material violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Tyson’s Corner Property is located; (ih) Lender shall receive an Officer’s Certificate certifying evidence that the single purpose nature and bankruptcy remoteness of Borrower and Principal its shareholders or partners following such release have not been adversely affected and are in accordance with the terms and provisions of the Loan DocumentsDocuments (which requirement may include a “bring-down” of the Insolvency Opinion previously delivered to Lender); (ji) Appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Tyson’s Corner Property and the Out Parcel requiring no cost or expense to Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender, requiring no cost or expense to Borrower other than customary and usual costs and expenses lender and which easements will not materially adversely affect the remaining Individual Tyson’s Corner Property, shall be declared and recorded, and the remaining Individual Tyson’s Corner Property and the Out Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the related Individual Tyson’s Corner Property; (kj) Lender shall have received (i) an appropriate title policy endorsement to the effect that the release of the Out Parcel will not have an adverse affect on the priority of the Lien of the related Mortgage on the remaining Individual Tyson’s Corner Property, provided, however, the Lien of the Mortgage on the remaining Individual Tyson’s Corner Property shall be subordinated to any easements created in connection with the release of the Out Parcel pursuant to this Section 2.6.52.5.3, and (ii) an appropriate title policy endorsement or other evidence reasonably satisfactory to Lender that there are no new or additional subordinate Liens on the remaining Individual Tyson’s Corner Property other than Permitted Encumbrances; and; (lk) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(ka)-(j) hereof have occurred or shall occur concurrently with the transfer and release of the Out Parcel; (l) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions, including, if a Securitization shall have occurred, an opinion that the release of the Out Parcel will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the Securitization, have been satisfied or have not otherwise been violated; and (m) If requested by Lender, Borrower shall obtain prior written confirmation from the applicable Rating Agencies that the release of the Out Parcel will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof.

Release of Out Parcel. At any time after the Closing Date, Borrower may transfer and obtain a release of the Out Out-Parcel from the Lien of the applicable Mortgage thereon upon at least ten thirty (1030) Business Days days prior written noticenotice to Lender, provided that any such release shall only be granted if the following conditions have been met or satisfied: (a) 2.7.1 Borrower shall (i) pay Lender a processing fee equal to $10,000 5,000 and (ii) reimburse Lender for any out-of-pocket or third party costs and expenses it reasonably actually incurs arising from the transfer of the Out Out-Parcel and any release of the Out Out-Parcel from the Lien of the applicable Mortgage thereon (including, without limitation, reasonable attorneys’ ' fees and expenses); (b) If an Event of Default is continuing 2.7.2 At the time Borrower requests such release and at the time such release is granted there is no continuing Event of such release, then Borrower shall remit to Lender one hundred percent (100%) of the net sales proceeds received by Borrower in connection with the release of the Out Parcel and such amount shall be applied to the Debt in accordance with Section 2.4.3 hereofDefault; (c) 2.7.3 The Out Out-Parcel has not been developed, improved or subject to construction in any manner; (d) As of the Closing Date, the contract for the sale of the Out Parcel provides that the 2.7.4 The intended use of the Out such Out-Parcel shall be for activities consistent or complementary with the use of the related Individual Property and there shall the intended use of the Out-Parcel will not have been no a material modifications adverse effect on the value, use, operation or amendments to such contract since occupancy of the Closing DateIndividual Property; (e) 2.7.5 Upon the transfer and release of the Out Out-Parcel and after the completion of the standard approval process for tax lot-splits by the applicable municipal authority exercising jurisdiction over the Out Out-Parcel, no part of the remaining Individual Property shall be part of a tax lot which includes any portion of the related Out Out-Parcel; (f) 2.7.6 Each applicable municipal authority exercising jurisdiction over the Out Out-Parcel shall have approved, as part of its standard approval process, a lot-split ordinance or other applicable action under local law dividing the Out Out-Parcel from the remainder of the related Individual Property and the required procedures or processes necessary for the assignment of separate tax identification numbers to each shall be initiated concurrently with the release and transfer of the Out Out-Parcel; (g) 2.7.7 All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the related Individual Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Property is located; (h) 2.7.8 As a result of the lot split, the remaining Individual Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in material violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the related Individual Property is located; (i) 2.7.9 Lender shall receive an Officer’s Certificate certifying evidence that the single purpose nature and bankruptcy remoteness of Borrower and Principal its shareholders or partners following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which requirement may include a "bring-down" of the Loan Documentslegal non-consolidation opinion previously delivered to Lender); (j) 2.7.10 Appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Property and the Out Parcel requiring no cost or expense to Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable satisfactory to an ordinary prudent lender, requiring no cost or expense to Borrower other than customary and usual costs and expenses Lender and which easements will not materially adversely affect the remaining Individual Property, shall be declared and recorded, and the remaining Individual Property and the Out Out-Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the related Individual Property; (k) 2.7.11 Such easements, rights and uses agreements as shall be necessary to assure the availability of the use of the improvements to be constructed on the Out-Parcel as an amenity of the guests, patrons and occupants of the remaining Individual Property at no additional cost or expense to Borrower; provided, however, that such guests, patrons and occupants may be charged for any such use of the Out-Parcel if such charges are no greater than would be reasonably and customarily charged for the use of a similar or complementary amenity; 2.7.12 Lender shall have received (iA) an appropriate title policy endorsement to the effect that the release of the Out Out-Parcel will not have an adverse affect on the priority of the Lien of the related Mortgage on the remaining Individual Property, provided, however, the Lien of the Mortgage on the remaining Individual Property shall be subordinated to any easements created in connection with the release of the Out Parcel pursuant to this Section 2.6.5, and (iiB) an appropriate title policy endorsement or other evidence reasonably satisfactory to Lender that there are no new or additional subordinate Liens on the remaining Individual Property other than Permitted Encumbrances; and; (l) 2.7.13 Borrower has delivered an Officer’s 's Certificate to the effect that, to such officer’s knowledge after diligent inquiry, that the conditions in subsection (a)-(ka)-(l) hereof have occurred or shall occur concurrently with the transfer and release of the Out Out-Parcel; and 2.7.14 Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions, including, if a Securitization shall have occurred, an opinion that the release of the Out-Parcel will not be a "significant modification" of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or have not otherwise been violated.

Release of Out Parcel. At any time after the Closing Datedate hereof, Borrower may transfer and obtain a release of the an Out Parcel from the Lien of the applicable Mortgage upon at least ten fifteen (1015) Business Days prior written notice, provided that any such release shall only be granted if the following conditions have been met or satisfied: (a) At the time Borrower shall (i) pay Lender a processing fee equal to $10,000 requests such release and (ii) reimburse Lender for any costs and expenses it reasonably incurs arising from at the transfer time such release is granted there is no continuing Event of the Out Parcel and any release of the Out Parcel from the Lien of the applicable Mortgage (including, without limitation, reasonable attorneys’ fees and expenses)Default; (b) If an Event of Default is continuing at the time The intended use of such releaseOut Parcel shall not have a material adverse effect on the value, then Borrower shall remit to Lender one hundred percent (100%) use, operation or occupancy of the net sales proceeds received by Borrower in connection with the release of the Out Parcel and such amount shall be applied to the Debt in accordance with Section 2.4.3 hereofapplicable Individual Property; (c) The Out Parcel has not been developed, improved or subject to construction in any manner; (d) As of the Closing Date, the contract for the sale of the Out Parcel provides that the intended use of the Out Parcel shall be for activities consistent or complementary with the use of the related Individual Property and there shall have been no material modifications or amendments to such contract since the Closing Date; (e) Upon the transfer and release of the Out Parcel and after the completion of the standard approval process for tax lot-splits by the applicable municipal authority exercising jurisdiction over the Out Parcel, no part of the remaining applicable Individual Property shall be part of a tax lot which includes any portion of the related Out Parcel; (fd) Each applicable municipal authority exercising jurisdiction over the Out Parcel shall have approved, as part of its standard approval process, a lot-split ordinance or other applicable action under local law dividing the Out Parcel from the remainder of the related applicable Individual Property and the required procedures or processes necessary for the assignment of separate tax identification numbers to each shall be initiated concurrently with the release and transfer of the Out Parcel; (ge) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the related applicable Individual Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and evidence thereof has shall have been delivered to Lender which in form and substance is shall be appropriate for the jurisdiction in which the related applicable Individual Property is located; (hf) As a result of the lot split, the remaining applicable Individual Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in material violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has shall have been delivered to Lender which in form and substance is shall be appropriate for the jurisdiction in which the related applicable Individual Property is located; (ig) The Out Parcel to be released shall be conveyed to a Person other than an Individual Borrower; (h) Lender shall receive an Officer’s Certificate certifying evidence that the single purpose nature and bankruptcy remoteness of Borrower and Principal following such release have not been adversely affected and are in accordance with the terms and provisions of the Loan Documents; (ji) Appropriate If required, appropriate reciprocal easement agreements for the benefit and burden of the remaining applicable Individual Property and the Out Parcel requiring no cost or expense to Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender, requiring no cost or expense to Borrower other than customary and usual costs and expenses lender and which easements will not materially adversely affect the remaining applicable Individual Property, shall be declared and recorded, and the remaining applicable Individual Property and the Out Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the related applicable Individual Property; (kj) Lender shall have received (i) an appropriate title policy endorsement or other evidence satisfactory to a prudent lender to the effect that the release of the Out Parcel will not have an adverse affect on the priority of the Lien of the related Mortgage on the remaining applicable Individual Property, provided, however, the Lien of the Mortgage on the remaining applicable Individual Property shall be subordinated to any easements created in connection with the release of the Out Parcel pursuant to this Section 2.6.52.5.3, and (ii) an appropriate title policy endorsement or other evidence reasonably satisfactory to Lender a prudent lender that there are no new or additional subordinate Liens on the remaining applicable Individual Property other than Permitted Encumbrances; and; (k) Lender shall have received surveys of the Out Parcel and of the remaining applicable Individual Property satisfying the requirements set forth in Section 3.1.3(c) hereof; (l) Borrower shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transfer of the Out Parcel and any release of the Out Parcel from the Lien of the applicable Mortgage (including, without limitation, reasonable attorneys’ fees and expenses). Individual Borrower shall have paid all recording charges, filing fees, taxes or other expenses payable in connection with the release. If the Loan is part of a Securitization, Individual Borrower shall have paid all costs and expenses of the Rating Agencies incurred with the release; (m) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiryknowledge, the conditions in subsection subsections (a)-(ka)-(l) hereof have occurred or shall occur concurrently with the transfer and release of the Out Parcel; and (n) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions, including, if a Securitization shall have occurred, an opinion that the release of the Out Parcel will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the Securitization, have been satisfied or have not otherwise been violated.