Common use of Conditions for Release of Units Clause in Contracts

Conditions for Release of Units. After all of the following conditions have been satisfied, Borrower shall have the right to cause Mortgage Borrower to send written request to Mortgage Lender requesting the release of any Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) Administrative Agent shall have received the Offering Plan and the other Condominium Documents in accordance with the terms and conditions of this Agreement, and the Offering Plan and any amendment thereto shall have been accepted for filing by the Attorney General; (b) no Potential Event of Default or Event of Default under this Agreement or the other Loan Documents shall then exist; (c) if such request is made with respect to a Residential Unit, Administrative Agent shall have received a fully executed counterpart of the Residential Unit Contract of Sale for such Residential Unit with a bona fide “third party” Residential Unit Purchaser of the Residential Unit (unless otherwise approved by Administrative Agent in its sole and absolute discretion), which Residential Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (d) if such request is made with respect to the Retail Unit, Administrative Agent shall have received a fully executed counterpart of the Retail Unit Contract of Sale with a bona fide “third party” purchaser (unless otherwise approved by Administrative Agent in its sole and absolute discretion), which Retail Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (e) not later than one (1) Business Day prior to the closing of such Residential Unit or the Retail Unit, Borrower shall have delivered to Administrative Agent a copy of the closing statement with respect to such closing, which closing statement shall have been certified by Borrower as true and correct; (f) the Purchase Agreement Deposit Escrow Agreement shall be in full force and effect; (g) Borrower shall notify (or cause Mortgage Borrower to notify) Administrative Agent not later than five (5) Business Days prior to any closing of such Residential Unit or the Retail Unit of (i) the proposed closing date for the sale of such Residential Unit or the Retail Unit, as applicable, and (ii) the amount of the Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, to be paid to Administrative Agent (for the benefit of Lender) in connection with such sale; (h) the Residential Unit or Retail Unit to be released will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property (including all remaining unsold Residential Unit) encumbered by the lien of the Mortgage; (i) neither the release from the lien of the Mortgage, nor the conveyance to the transferee of such Residential Unit or Retail Unit will violate any applicable zoning or subdivision laws; (j) in the case of a Residential Unit (other than the penthouse to the extent not required by applicable Legal Requirements and requested by the purchaser thereof) a temporary certificate of occupancy is in effect for such Residential Unit to be released; (k) Borrower shall have paid Administrative Agent’s actual out-of-pocket expenses (including reasonable legal fees) incurred in connection with the release; and (l) simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, Administrative Agent (for the benefit of Lender)) shall receive the Residential Unit Net Sale Proceeds for the Residential Unit in question (which shall be in an amount not less than the applicable Residential Unit Minimum Release Price) or the Retail Unit Net Sale Proceeds for the Retail Unit (which shall be in an amount not less than the Retail Unit Minimum Release Price), as applicable, which, subject to the provisions of Section 2.3(c), Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be deposited into the Cash Collateral Account (as defined in the Master Loan Agreement) (or, to the extent the Mortgage Loan is no longer outstanding, paid to Administrative Agent (for the benefit of Lender) in immediately available funds, by, at Borrower’s or Mortgage Borrower’s option, wire transfer in accordance with wiring instructions provided by Administrative Agent or check by overnight mail and shall, as long as no Event of Default exists, be applied by Administrative Agent in accordance with the provisions of Section 2.7(d));

Conditions for Release of Units. After all of the following conditions have been satisfied, Borrower shall have the right to cause Mortgage Borrower to send and upon Borrower’s written request to Mortgage Lender, Lender requesting the shall release of any Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage:Mortgage pursuant to a release in the form of Exhibit R attached hereto (or another form provided by Borrower and reasonably acceptable to Lender): (a) Administrative Agent Lender shall have received the Offering Plan and the other Condominium Documents in accordance with the terms and conditions of this Agreement, and the Offering Plan and any amendment thereto shall have been accepted for filing by the Attorney General; (b) no Potential Event of Default or Event of Default under this Agreement or the other Loan Documents shall then exist; (c) if such request is made with respect to a Residential Unit, Administrative Agent Lender shall have received a fully executed counterpart of the Residential Unit Contract of Sale for such Residential Unit with a bona fide “third party” Residential Unit Purchaser of the Residential Unit (unless otherwise approved by Administrative Agent Lender in its sole and absolute discretion), which Residential Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (d) if such request is made with respect to the Retail Unit, Administrative Agent Lender shall have received a fully executed counterpart of the Retail Unit Contract of Sale with a bona fide “third party” purchaser (unless otherwise approved by Administrative Agent Lender in its sole and absolute discretion), which Retail Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (e) not later than one (1) Business Day prior to the closing of such Residential Unit or the Retail Unit, Borrower shall have delivered to Administrative Agent Lender a copy of the closing statement with respect to such closing, which closing statement shall have been certified by Borrower as true and correct; (f) the The Purchase Agreement Deposit Escrow Agreement shall be in full force and effect; (g) Borrower shall to notify (or cause Mortgage Borrower to notify) Administrative Agent Lender not later than five (5) Business Days prior to any closing of such Residential Unit or the Retail Unit of (i) the proposed closing date for the sale of such Residential Unit or the Retail Unit, as applicable, and (ii) the amount of the Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, to be paid to Administrative Agent (for the benefit of Lender) Lender in connection with such sale; (h) the Residential Unit or Retail Unit to be released will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property (including all remaining unsold Residential Unit) encumbered by the lien of the Mortgage; (i) neither the release from the lien of the Mortgage, nor the conveyance to the transferee of such Residential Unit or Retail Unit will violate any applicable zoning or subdivision laws; (j) in the case of a Residential Unit (other than the penthouse to the extent not required by applicable Legal Requirements and requested by the purchaser thereof) a temporary certificate of occupancy is in effect for such Residential Unit to be released; (k) Agent shall have received such other documents, certificates, instruments, opinions or assurances as Agent may reasonably request; (l) Borrower shall have paid Administrative Agent(1) Lender’s actual out-of-pocket expenses (including reasonable legal fees) incurred in connection with the release, together with (2) an administrative fee of $500.00 in connection with such release; and (lm) simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, Administrative Agent (for the benefit of Lender)) shall receive the Residential Unit Net Sale Proceeds for the Residential Unit in question (which shall be in an amount not less than the applicable Residential Unit Minimum Release Price) or the Retail Unit Net Sale Proceeds for the Retail Unit (which shall be in an amount not less than the Retail Unit Minimum Release Price), as applicable, which, subject to the provisions of Section 2.3(c), Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be deposited into the Cash Collateral Account (as defined in the Master Loan Agreement) (or, to the extent the Mortgage Loan is no longer outstanding, paid to Administrative Agent (for the benefit of Lender) in immediately available funds, by, at Borrower’s or Mortgage Borrower’s option, wire transfer in accordance with wiring instructions provided by Administrative Agent or check by overnight mail and shalland, as long as no Event of Default exists, be applied by Administrative Agent Lender in accordance with the provisions of Section 2.7(d). The provisions of this subsection “(m);” are subject to the provisions of Section 2.3(c) of this Agreement. Solely with respect to the matters addressed in Section 16.2 and Section 16.3 above, (i) any notices to Lender or requests for Lender approval required pursuant to such Section 16.2 and/or Section 16.3 may be delivered to Lender via email to the following email addresses: G▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, J▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, and m▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, and (ii) any such requested approvals may be granted or denied by Lender via reply email from one of the email addresses set forth in the foregoing clause (i). In connection with any sale of a Residential Unit or Retail Unit, upon the request of Borrower and at no cost to Lender, Lender shall, to the extent permitted by law, cooperate in a commercially reasonable manner to sever the Mortgage and assign such severed portion of the Mortgage and the related severed promissory note secured thereby to the lender providing mortgage financing to the purchaser of the applicable Residential Unit or Retail Unit being conveyed (in an amount not to exceed the amount of the applicable purchaser’s mortgage), pursuant to documentation in the forms reasonably approved by Lender.

Conditions for Release of Units. After all of the following conditions have been satisfied, Borrower shall have the right to cause Mortgage Borrower to send written request to Mortgage Lender requesting the release of any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) Administrative Agent shall have received the Offering Plan and the other Condominium Documents in accordance with the terms and conditions of this Agreement, and the Offering Plan and any amendment thereto shall have been accepted for filing by the Attorney General; (b) no Potential Event of Default or Event of Default under this Agreement or the other Loan Documents shall then exist; (c) if such request is made with respect to a Subdivided Residential Unit, Administrative Agent shall have received a fully executed counterpart of the Residential Unit Contract of Sale for such Subdivided Residential Unit with a bona fide “third party” Residential Unit Purchaser of the Subdivided Residential Unit (unless otherwise approved by Administrative ​ ​ Agent in its sole and absolute discretion), which Residential Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (d) if such request is made with respect to the Retail Unit, Administrative Agent shall have received a fully executed counterpart of the Retail Unit Contract of Sale with a bona fide “third party” purchaser (unless otherwise approved by Administrative Agent in its sole and absolute discretion), which Retail Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (e) not later than one (1) Business Day prior to the closing of such Residential Unit or the Retail UnitMortgage Borrower, Borrower shall Mortgage Lender and Purchase Agreement Deposit Escrowee have delivered to Administrative Agent a copy of the closing statement with respect to such closing, which closing statement shall have been certified by Borrower as true and correct; (f) entered into the Purchase Agreement Deposit Escrow Agreement shall be in full force and effect;Agreement. (gf) Borrower shall notify (or cause Mortgage Borrower to notify) Administrative Agent not later than five (5) Business Days prior to any closing of such Subdivided Residential Unit or the Retail Unit of (i) the proposed closing date for the sale of such Subdivided Residential Unit or the Retail Unit, as applicable, and (ii) the amount of the Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, to be paid to Administrative Agent (for the benefit of Lender) in connection with such sale; (hg) the Residential Unit or Retail Unit to be released will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property (including all remaining unsold Residential Unit) encumbered by the lien of the Mortgage; (i) neither the release from the lien of the Mortgage, nor the conveyance to the transferee of such Residential Unit or Retail Unit will violate any applicable zoning or subdivision laws; (j) in the case of a Residential Unit (other than the penthouse to the extent not required by applicable Legal Requirements and requested by the purchaser thereof) a temporary certificate of occupancy is in effect for such Residential Unit to be released; (k) Borrower shall have paid Administrative Agent’s actual out-of-pocket expenses (including reasonable legal fees) incurred in connection with the release; and (l) simultaneously Simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, Administrative Agent (for the benefit of Lender)) shall receive the Residential Unit Net Sale Proceeds for the Subdivided Residential Unit in question (which shall be in an amount not less than the applicable Residential Unit Minimum Release Price) or the Retail Unit Net Sale Proceeds for the Retail Unit (which shall be in an amount not less than the Retail Unit Minimum Release Price)Unit, as applicable, which, subject to the provisions of Section 2.3(c), which Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be deposited into the Cash Collateral Account (as defined in the Master Loan Agreement) paid to Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, paid to Administrative Agent (for the benefit of Lender)) in immediately available funds, by, at Borrower’s or Mortgage Borrower’s option, wire transfer in accordance with wiring instructions provided by Administrative Agent or check by overnight mail and if received by Administrative Agent shall, as long as no Event of Default exists, be applied by Administrative Agent in accordance with the provisions of Section 2.7(d));; and (h) All conditions related to the release of such Subdivided Residential Unit or the Retail Unit, as applicable, set forth in the Mortgage Loan Agreement shall have been satisfied or waived by Mortgage Lender. ​ ​ ​

Conditions for Release of Units. After all of the following conditions have been satisfied, Borrower shall have the right to cause Mortgage Borrower to send and upon Borrower’s written request to Mortgage Lender, Lender requesting the shall release of any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) Administrative Agent Lender shall have received the Offering Plan and the other Condominium Documents in accordance with the terms and conditions of this Agreement, and the Offering Plan and any amendment thereto shall have been accepted for filing by the Attorney General; (b) no Potential Event of Default or Event of Default under this Agreement or the other Loan Documents shall then exist; (c) if such request is made with respect to a Subdivided Residential Unit, Administrative Agent Lender shall have received a fully executed counterpart of the Residential Unit Contract of Sale for such Subdivided Residential Unit with a bona fide “third party” Residential Unit Purchaser of the Subdivided Residential Unit (unless otherwise approved by Administrative Agent Lender in its sole and absolute discretion), which Residential Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (d) if such request is made with respect to the Retail Unit, Administrative Agent Lender shall have received a fully executed counterpart of the Retail Unit Contract of Sale with a bona fide “third party” purchaser (unless otherwise approved by Administrative Agent Lender in its sole and absolute discretion), which Retail Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof; (e) not later than one (1) Business Day prior Prior to the first closing of such a sale of any Subdivided Residential Unit or the Retail Unit, Borrower shall Borrower, Lender and Purchase Agreement Deposit Escrowee have delivered to Administrative Agent a copy of entered into an escrow agreement in substantially in the closing statement with respect to such closing, which closing statement shall have been certified by Borrower form attached hereto as true and correct;Exhibit S (the “Purchase Agreement Deposit Escrow Agreement”). (f) the Purchase Agreement Deposit Escrow Agreement shall be in full force and effect; (g) Borrower shall to notify (or cause Mortgage Borrower to notify) Administrative Agent Lender not later than five (5) Business Days prior to any closing of such Subdivided Residential Unit or the Retail Unit of (i) the proposed closing date for the sale of such Subdivided Residential Unit or the Retail Unit, as applicable, and (ii) the amount of the Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, to be paid to Administrative Agent (for the benefit of Lender) Lender in connection with such sale; (hg) the Residential Unit or Retail Unit to be released will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property (including all remaining unsold Residential Unit) encumbered by the lien of the Mortgage; (i) neither the release from the lien of the Mortgage, nor the conveyance to the transferee of such Residential Unit or Retail Unit will violate any applicable zoning or subdivision laws; (j) in the case of a Residential Unit (other than the penthouse to the extent not required by applicable Legal Requirements and requested by the purchaser thereof) a temporary certificate of occupancy is in effect for such Residential Unit to be released; (k) Borrower shall have paid Administrative Agent’s actual out-of-pocket expenses (including reasonable legal fees) incurred in connection with the release; and (l) simultaneously Simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, Administrative Agent (for the benefit of Lender)) shall receive the Residential Unit Net Sale Proceeds for the Subdivided Residential Unit in question (which shall be in an amount not less than the applicable Residential Unit Minimum Release Price) or the Retail Unit Net Sale Proceeds for the Retail Unit (which shall be in an amount not less than the Retail Unit Minimum Release Price)Unit, as applicable, which, subject to the provisions of Section 2.3(c), which Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be deposited into the Cash Collateral Account (as defined in the Master Loan Agreement) (or, to the extent the Mortgage Loan is no longer outstanding, paid to Administrative Agent (for the benefit of Lender) Lender in immediately available funds, by, at Borrower’s or Mortgage Borrower’s option, wire transfer in accordance with wiring instructions provided by Administrative Agent Lender or check by overnight mail and shall, as long as no Event of Default exists, be applied by Administrative Agent Lender in accordance with the provisions of Section 2.7(d));.