Common use of Conditional Releases Clause in Contracts

Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in the form of Exhibit Y-2 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture of loss or the Project or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract; (ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case with a value or contract price in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "Outstanding Releases"), then instead of delivering such Outstanding Releases and as a condition to any progress or other payment from the proceeds of the requested Advance, the Company may obtain and provide to the Disbursement Agent from the Title Insurer bonds or endorsements to the title insurance policies insuring the lien free status of the work and the Mortgaged Property; provided, however, that at no time shall the aggregate of all Outstanding Releases represent work with an aggregate value in excess of $2,000,000. The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same unless the Disbursement Agent shall have actual knowledge that the Company's certification is inaccurate.

Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in the form of Exhibit Y-2 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture of loss or the Project or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract, in each case performing work with a contract price (or expected aggregate amount to be paid in the case of "cost-plus" contracts) in excess of $25,000; (ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case performing work with a value or contract price (or expected aggregate amount to be paid in the case of "cost-plus" contracts) in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "Outstanding Releases"), then instead of delivering such Outstanding Releases and as a condition to any progress or other payment from the proceeds of the requested Advance, the Company may obtain and provide to the Disbursement Agent from the Title Insurer bonds or endorsements to the title insurance policies insuring the lien free status of the work and the Mortgaged Property; provided, however, that at no time shall the aggregate of all Outstanding Releases represent work with an aggregate value in excess of $2,000,000. The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same unless the Disbursement Agent shall have actual knowledge that the Company's certification is inaccurate.

Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' ’ and materialmen's ’s liens substantially in the form of Exhibit Y-2 H-2 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the each Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request November 30, 2004, except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of loss or the either Project or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the either Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Phase I Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor Primary Contractors and each of its first tier trade subcontractors and materialmen under the Prime Primary Construction ContractContracts, in each case performing work with a contract price (or expected aggregate amount to be paid in the case of “cost-plus” contracts) in excess of $25,000; (ii) (A) Each Contractor party to a "“fixed price" ” contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case performing work with a value or contract price (or expected aggregate amount to be paid in the case of “cost-plus” contracts) in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "“Closing Date Outstanding Releases"”), then instead of delivering such Closing Date Outstanding Releases and as a condition to any progress or other payment from the proceeds of the requested AdvanceReleases, the Company may obtain and provide to the Disbursement Agent from the Title Insurer bonds or endorsements to the title insurance policies reasonably satisfactory to the Disbursement Agent insuring the lien free status of the work and the Mortgaged Property; provided, however, that at no time shall the aggregate of all Closing Date Outstanding Releases represent work with an aggregate value in excess of $2,000,000. The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same unless the Disbursement Agent shall have actual knowledge that the Company's certification is inaccurate.

Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in the form of Exhibit Y-2 U-2 (or, in the case of any Pre-Existing Construction Contract that requires the delivery of acknowledgements of payment and releases on a prescribed form, the form specified in such Pre-Existing Construction Contract) or otherwise in form and substance reasonably satisfactory to the Administrative Agent from the Contractors and Subcontractors listed in clauses Lien Release Parties performing work and/or providing services (iother than engineering, design, advisory or consulting) and and/or providing materials and/or installing (ii) below other than Eligible FF&E), for all work, services and materials, including equipment and fixtures of all kinds, materials done, performed or furnished for the construction of the Project from the last day covered by calendar month ending immediately prior to the immediately preceding Advance Request Initial Borrowing Date through the last day covered by the current Advance Request except for such workInitial Borrowing Date, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture of loss or the Project or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract; (ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case with a value or contract price in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "Outstanding Releases"), then instead of delivering such Outstanding Releases and as a condition to any progress or other conditioned upon receiving payment from the proceeds of the requested Advance, except for claims for amounts due in respect of work, services or materials the Company may obtain payment for which is being disputed in good faith, by appropriate means and provide to with appropriate reserves through an allocation in the Disbursement Agent from Anticipated Cost Report for the Title Insurer bonds or endorsements to Project which in the title insurance policies insuring the lien free status of the work and the Mortgaged Propertyaggregate shall not exceed $100,000,000; provided, however, that at no time (i) for purposes of determining whether such $100,000,000 limit has been exceeded, contested amounts relating to any Construction Contract that have been terminated (i) prior to the date hereof, to the extent that the reasonably expected aggregate settlement amount of such contested amounts under all such terminated contracts does not exceed the Pre-Closing Settlement Amount or (ii) after the date hereof without resulting in an Event of Default under subsection 8.12, shall not be counted; and (ii) the aggregate Borrower shall not be required to provide such acknowledgements of all Outstanding Releases represent work payments and conditional releases from any Lien Release Party with a value or contract price of less than $500,000 (subject to an aggregate value in excess limit of $2,000,000. The Disbursement Agent may rely on 100,000,000, after which acknowledgements and releases shall be provided from each Lien Release Party regardless of the certification value or contract price of the work, services or materials being performed or provided by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same unless the Disbursement Agent shall have actual knowledge that the Company's certification is inaccuratesuch Person).

Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' ’ and materialmen's ’s liens substantially in the form of Exhibit Y-2 H-2 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project from Projects the last day covered by payment for which became due and payable on or after the date of the immediately preceding Advance Request through and prior to the last day covered by date of the current Advance Request except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture of loss or of the Project Projects or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project Projects or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the applicable Anticipated Cost Report. The Persons required to provide such lien releases are: (i) The Prime Contractor the Primary Contractors and each of its first tier trade subcontractors and materialmen under the Prime Primary Construction ContractContracts, in each case performing work with a contract price (or expected aggregate amount to be paid in the case of “cost-plus” contracts) in excess of $25,000; (ii) (A) Each each Contractor party to a "“fixed price" ” contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case performing work with a value or contract price (or expected aggregate amount to be paid in the case of “cost-plus” contracts) in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "“Outstanding Releases"”), then instead of delivering such Outstanding Releases and as a condition to any progress or other payment from the proceeds of the requested Advance, the Company may obtain and provide to the Disbursement Agent from the Title Insurer bonds or endorsements to the title insurance policies insuring the lien free status of the work and the Mortgaged Property; provided, however, that at no time shall the aggregate of all Outstanding Releases represent work with an aggregate value in excess of $2,000,000. The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same unless the Disbursement Agent shall have actual knowledge that the Company's certification is inaccurate.