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, and upon Borrower’s written request to Lender, Lender shall release any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) 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, 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 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, 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 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) Prior to the first closing of a sale of any Subdivided Residential Unit or the Retail Unit, Borrower, Lender and Purchase Agreement Deposit Escrowee have entered into an escrow agreement in substantially in the form attached hereto as Exhibit S (the “Purchase Agreement Deposit Escrow Agreement”). (f) Borrower shall to notify 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 Lender in connection with such sale; (g) Simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Lender shall receive the Residential Unit Net Sale Proceeds for the Subdivided Residential Unit in question or the Retail Unit Net Sale Proceeds for the Retail Unit, as applicable, which Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be paid to Lender in immediately available funds, by, at Borrower’s option, wire transfer in accordance with wiring instructions provided by Lender or check by overnight mail and shall, as long as no Event of Default exists, be applied by Lender in accordance with the provisions of Section 2.7(d).

Conditions for Release of Units. After all of the following conditions have been satisfied, and upon Borrower’s Borrower shall have the right to cause Mortgage Borrower to send written request to Lender, Mortgage Lender shall requesting the release of any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) Lender 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, Lender 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 Lender 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, Lender 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 Lender 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) Prior to the first closing of a sale of any Subdivided Residential Unit or the Retail Unit, Mortgage Borrower, Mortgage Lender and Purchase Agreement Deposit Escrowee have entered into an escrow agreement in substantially in the form attached hereto as Exhibit S (the “Purchase Agreement Deposit Escrow Agreement”). (f) Borrower shall notify (or cause Mortgage Borrower to notify Lender 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 Lender Administrative Agent (for the benefit of Lender) in connection with such sale; (g) 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 or the Retail Unit Net Sale Proceeds for the Retail Unit, as applicable, which Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall be paid to Mortgage Lender (or, to the extent the Mortgage Loan is no longer outstanding, 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 Lender 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 Lender 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, and upon Borrower’s Borrower shall have the right to cause Mortgage Borrower to send written request to Lender, Mortgage Lender shall requesting the release of any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage: (a) Lender 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, Lender 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 Lender 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, Lender 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 Lender 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) Prior not later than one (1) Business Day prior to the first closing of a sale of any Subdivided such Residential Unit or the Retail Unit, BorrowerBorrower shall have delivered to Administrative Agent a copy of the closing statement with respect to such closing, Lender which closing statement shall have been certified by Borrower as true and Purchase Agreement Deposit Escrowee have entered into an escrow agreement in substantially in correct; (f) the form attached hereto as Exhibit S (the “Purchase Agreement Deposit Escrow Agreement”).Agreement shall be in full force and effect; (fg) Borrower shall notify (or cause Mortgage Borrower to notify Lender 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 Lender Administrative Agent (for the benefit of Lender) in connection with such sale; (gh) Simultaneously 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 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 UnitUnit (which shall be in an amount not less than the Retail Unit Minimum Release Price), as applicable, which 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 Lender 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 Lender Administrative Agent or check by overnight mail and shall, as long as no Event of Default exists, be applied by Lender 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, and upon Borrower’s written request to Lender, Lender shall release any Subdivided 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) 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, 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 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, 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 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) Prior not later than one (1) Business Day prior to the first closing of a sale of any Subdivided such Residential Unit or the Retail Unit, BorrowerBorrower shall have delivered to Lender a copy of the closing statement with respect to such closing, Lender which closing statement shall have been certified by Borrower as true and Purchase Agreement Deposit Escrowee have entered into an escrow agreement in substantially in the form attached hereto as Exhibit S correct; (the “f) The Purchase Agreement Deposit Escrow Agreement”).Agreement shall be in full force and effect; (fg) Borrower shall to notify 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 Lender in connection with such sale; (gh) Simultaneously 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 (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 (m) simultaneously with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, 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 UnitUnit (which shall be in an amount not less than the Retail Unit Minimum Release Price), as applicable, which 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 paid to Lender in immediately available funds, by, at Borrower’s option, wire transfer in accordance with wiring instructions provided by Lender or check by overnight mail and shalldeposited into the Cash Collateral Account and, as long as no Event of Default exists, be applied by 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: Gxxxxxx.Xxxxxxxx@xxxxxxxxx.xxx, Jxxxxx.Xxxxxxxx@xxxxxxxxx.xxx, and mxxxxxxxx@xxxxxxxxx.xxx, 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.