Common use of Release of Mortgages Clause in Contracts

Release of Mortgages. Notwithstanding anything to the contrary contained in this Agreement or any riders attached hereto, in the event SELLER’S title is encumbered by mortgage lien(s) for which SELLER’S attorney is unable to deliver release(s) of mortgage(s) at closing, the parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lien: (a) the SELLER’S attorney shall provide to the BUYER’S attorney the following documents at the time of closing: SELLER’S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customs, and a copy of the overnight airbill for transmittal; (b) the SELLER’S attorney, upon receiving the release of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER’S attorney who shall then record the release of mortgage; (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER’S attorney and BUYER’S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing become necessary; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER’S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy of this notification shall be provided to BUYER at closing; (e) in the event BUYER’S title insurance company will not issue a fee policy at no additional premium taking no exception for said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, BUYER shall not be obligated to proceed to closing; and (f) the provisions of this paragraph 6(d) shall survive the closing.

Release of Mortgages. Notwithstanding anything Except as otherwise provided in this Section 3.3 and except for real estate taxes and assessments not yet due and payable as of the Closing, and liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering the Properties incurred by, for, or on behalf of Seller shall be paid by Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Properties. Buyer and Seller acknowledge and agree that (i) the Constituent Property owned by DDR Del Sol is presently encumbered by a mortgage, deed of trust, assignment of leases and/or other security instruments granted by DDR Del Sol (the “Existing Mortgage”) that secures a portfolio CMBS loan from certain lenders in the original principal amount of $900,000,000 that was obtained on March 11, 2019 (the “Existing CMBS Financing”), which Existing Mortgage must be released at Closing; (ii) Seller shall use commercially reasonable efforts to secure all of the necessary documentation for such release from the lender on or prior to the contrary originally scheduled Closing Date; and (iii) in the event Seller has been unable to obtain all necessary documentation for such release of the Existing Mortgage by the originally scheduled Closing Date, Seller shall have the right to extend the Closing Date by up to fifteen (15) days upon three (3) business days prior written notice to Buyer delivered on or prior to the then-scheduled Closing Date for the sole purpose of allowing Seller additional time to obtain the same. In the event that Seller is unable to obtain the release of the Existing Mortgage as of the Closing Date (as it may be extended) after having exerted commercially reasonable efforts, notwithstanding anything contained in this Agreement or any riders attached heretoto the contrary, in no event shall Seller be in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and either party shall have the event SELLER’S title is encumbered right to terminate this Agreement by mortgage lien(s) for which SELLER’S attorney is unable to deliver release(s) delivery of mortgage(s) at closing, the parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lien: (a) the SELLER’S attorney shall provide written notice to the BUYER’S attorney other party, in which event the following documents at Exxxxxx Deposit shall be returned to Buyer (without the time of closing: SELLER’S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customsrequirement or need to receive written instructions from Seller), and a copy neither Seller nor Buyer shall have any further rights or obligations hereunder except for obligations and indemnities that expressly survive termination of this Agreement. Notwithstanding the overnight airbill for transmittal; (b) the SELLER’S attorneyforegoing, upon receiving the release of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER’S attorney who shall then record the release of mortgage; (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER’S attorney and BUYER’S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release Seller being required to discharge the Existing Mortgage of mortgage should such filing become necessary; (d) with respect to an equity line of credit, in addition record on or prior to the aforesaid requirementsClosing Date, Seller shall have the SELLER’S attorney shall notify right, at no cost or expense to Buyer, to cause the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy assignment of this notification shall be provided to BUYER at closing; (e) lender’s interest in the event BUYER’S title insurance company will Existing Mortgage and the endorsement and delivery of the notes secured by the Existing Mortgage, such endorsement to be without recourse representation or warranties of any kind, to Buyer’s lender (or, if Buyer’s lender does not issue a fee policy at no additional premium taking no exception for said mortgage or mortgagestake assignment of such Existing Mortgage, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, BUYER to Buyer’s designee). Seller shall not reasonably cooperate with Buyer in causing such assignment and endorsement and delivery to be obligated to proceed to closing; and (f) the provisions of this paragraph 6(d) shall survive the closingaccomplished.

Release of Mortgages. Notwithstanding anything to the contrary contained in this Agreement or any riders attached heretoAgreement, in the event the SELLER’S title is encumbered by mortgage lien(sone or more mortgage(s) for which the SELLER’S attorney Attorney is unable to deliver release(s) of mortgage(s) at closingClosing, the parties Parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lienmortgage: (ai) the SELLER’S attorney Attorney shall provide to the BUYER’S attorney Attorney the following documents at the time of closingClosing: the SELLER’S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customsletter, a copy of the mortgage payoff statement provided by the mortgagee, a copy of a mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customs, Attorney and a copy of the overnight airbill waybill for transmittaltransmittal or written confirmation of wire transfer; (bii) the SELLER’S attorneyAttorney, upon receiving the release of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER’S attorney Attorney who shall then record the release of mortgage; (ciii) if the SELLER has not obtained such release within sixty (60) days after closingClosing, the SELLER’S attorney Attorney and the BUYER’S attorney Attorney shall take all necessary steps towards compliance with the Section §49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of a release of mortgage should such filing become necessary; (div) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER’S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, requested and a copy of this notification shall be provided to the BUYER at closingClosing; (ev) in the event the BUYER’S title insurance company will not issue a fee policy at no additional premium taking no exception for said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, the BUYER shall not be obligated to proceed to closingClosing; and (fvi) the provisions of this paragraph 6(dSection 20 (b) shall survive the closingClosing.

Release of Mortgages. Notwithstanding anything contained herein to the contrary contained in this Agreement contrary, except for real estate taxes and assessments not yet due and payable as of the Closing and other encumbrances that are Permitted Exceptions, each Seller covenants and agrees, as to its respective Property, to cure, satisfy, pay, discharge and/or release of record at or prior to Closing, or cause the Title Company to issue the applicable Title Policy without exception for, any riders attached heretoof the following, in to the event SELLER’S title is encumbered by mortgage lien(s) for which SELLER’S attorney is unable to deliver release(s) extent incurred by, for, or on behalf of mortgage(s) at closingSeller (collectively, the parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lien: “Mandatory Cure Items”): (a) the SELLER’S attorney shall provide to the BUYER’S attorney the following documents at the time all mortgages, deeds of closing: SELLER’S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customs, trust and a copy of the overnight airbill for transmittalother security instruments; (b) notices of commencement (which Seller agrees, if and only if a condition is made by the SELLER’S attorney, upon receiving Title Company or the release Title Company requires such to issue a Title Policy without exception to such notice of mortgage from the mortgagee, shall send it, with payment commencement and without any mechanic’s lien exception for the recording feework related to such notice of commencement, to terminate such notice of commencement of record by providing the BUYER’S attorney who Title Company with copies (or if required by the Title Company, originals), as applicable, of a completed and executed Notice of Termination of Notice of Commencement and a Contractor’s Final Affidavit and Waiver of Lien, each in the form as approved by the Title Company; provided, however, Seller and Buyer each hereby acknowledge and agree that Seller shall then record have no obligation to provide any of the release foregoing for notices of mortgagecommencement that have expired pursuant to applicable law); (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER’S attorney and BUYER’S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing become necessarymechanic’s liens; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER’S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy of this notification shall be provided to BUYER at closingjudgment liens; (e) in tax liens; (f) any and all Future Mortgages (as hereinafter defined); (g) assessments and utility bills of any kind constituting a lien against the event BUYER’S title insurance company will not issue a fee policy at no additional premium taking no exception for said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, BUYER shall not be obligated to proceed to closingProperty that are due and payable; and (fh) any other monetary liens of ascertainable amounts encumbering such Seller’s Property and arising through Seller. For clarity, in no event shall the provisions foregoing require any Seller to satisfy or expend money to remove any leasehold mortgages, leasehold deeds of this paragraph 6(dtrust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Property under a Lease, Temporary Occupancy Agreement or Cable Agreement. Further, Bxxxx acknowledges and agrees that Sellers shall have the right, before or after the Effective Date, to encumber the Properties with a mortgage, deed of trust or other monetary lien (such mortgage, deed of trust or other monetary lien, a “Future Mortgage”); provided, however, that at Closing, Sellers shall be required to cause the Title Company to issue the applicable Title Policy without exception to such Future Mortgage. Sellers shall have the right to extend the Closing Date by up to ten (10) shall survive business days in order to cause the closingTitle Company to issue the applicable Title Policy without exception to such Future Mortgage.

Release of Mortgages. Notwithstanding anything to the contrary contained in this Agreement or any riders attached hereto, in the event SELLER’S title is encumbered by mortgage lien(s) for which SELLER’S attorney is unable to deliver release(s) of mortgage(s) at closing, the parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lienAt such time as: -------------------- (ai) the SELLER’S attorney shall provide Working Capital Loan, Construction Loan, Incentive Fee and all other obligations due and owing to Lender under the BUYER’S attorney Construction Loan Documents (other than the following documents at the time of closing: SELLER’S indemnification letter Receivables Loan) have been paid and satisfied in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customs, full and a copy Lender has no further obligation to make any further advances of the overnight airbill for transmittal; Construction Loan or the Working Capital Loan, (bii) the SELLER’S attorney, upon receiving the release there does not then exist an Event of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER’S attorney who shall then record the release Default or Incipient Default, (iii) Borrower is desirous of mortgage; (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER’S attorney and BUYER’S attorney shall take all necessary steps towards compliance with the Section 49-8a developing additional portions of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing become necessary; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER’S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy of this notification shall be provided to BUYER at closing; (e) in the event BUYER’S title insurance company will Real Property and Lender did not issue a fee policy at no additional premium taking no exception for said mortgage or mortgagesfinancing proposal to Borrower, as contemplated in Paragraph 12.5 hereof to provide such construction financing, or which provides affirmative coverage against lost -------------- if such financing proposal was issued, Borrower or damage Lender are unable or unwilling to close such financing; and (iv) Borrower is in a position to close a construction loan with another construction lender who has agreed to finance such development, Lender will release the Real Property and the Improvements from the lien of the First Mortgage and the Second Mortgage concurrently with the closing by reason Borrower of said unreleased mortgage or mortgages, BUYER shall such construction loan (but not be before). In the event Lender is obligated to proceed release the lien of the First Mortgage and Second Mortgage as provided in this paragraph, Lender will, upon the request of Borrower, assign the First Mortgage and the Second Mortgage to closing; Borrower's construction lender provided that Lender's representations and warranties with regard to such assignment shall be limited to (i) the valid organization of Lender, the authority of Lender to make such assignment and (fii) the provisions status of this paragraph 6(d) shall survive Lender's title to the closingFirst Mortgage and the Second Mortgage. In conjunction with the release by Lender of the First Mortgage and Second Mortgage, Lender will partially terminate its financing statement with regard to the collateral that is within the scope of the First Mortgage and Second Mortgage together with the collateral within the scope of the Collateral Assignment of Project Rights and Documents.

Release of Mortgages. Notwithstanding anything Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust, monetary judgements and monetary liens of ascertainable amounts encumbering the Properties incurred by, for, or on behalf of any Seller (collectively “Monetary Encumbrances”) shall be paid by such Seller at or prior to Closing or omitted as an exception to the contrary Title Policy by the Title Company. For clarity, Buyer shall not be required to object to any Monetary Encumbrances (regardless of cause). For further clarity, in no event shall the foregoing require any Seller to satisfy or expend money to remove any mortgages, deeds of trust, or monetary liens or monetary judgements of ascertainable amounts incurred by, at the request of, or on behalf of any tenant or other occupant of the Properties or, any encumbrance on the fee simple title to the real property that is subject to the Ground Lease or underlying Peach Street I Leasehold Property. Notwithstanding the foregoing, Buyer and Sellers acknowledge and agree that (i) the Properties are presently encumbered by certain mortgages, deeds of trust, assignments of leases and/or other security instruments granted by the Sellers that secure a loan that was obtained in March 2019 (collectively, the “Existing Mortgages”), which Existing Mortgages must be released at Closing; (ii) Sellers shall use commercially reasonable efforts to secure all of the necessary documentation for such releases from the lender on or prior to the originally scheduled Closing Date (each, an “Existing Mortgages Release”); and (iii) in the event Sellers have been unable to obtain all necessary documentation for one or more Existing Mortgages Release by the then scheduled Closing Date, Sellers shall have the right to extend the Closing Date by up to fifteen (15) days upon written notice to Buyer delivered on or prior to the date that is three (3) business days prior to the then scheduled Closing Date for the sole purpose of allowing Sellers additional time to obtain the same. In the event that Sellers are unable to obtain one or more Existing Mortgages Release as of the Closing Date (as it may be extended) despite having exerted commercially reasonable efforts to do so, notwithstanding anything contained in this Agreement or any riders attached heretoto the contrary, in the no event SELLER’S title is encumbered by mortgage lien(s) for which SELLER’S attorney is unable shall such failure be a Sellers default under this Agreement, but rather a failure of a condition to deliver release(s) of mortgage(s) at closing, the parties Closing shall close the transaction, provided that the following procedure is followed with respect to each mortgage lien: (a) the SELLER’S attorney shall provide to the BUYER’S attorney the following documents at the time of closing: SELLER’S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER’S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customshave occurred, and a copy the terms of the overnight airbill for transmittal; (b) the SELLER’S attorney, upon receiving the release of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER’S attorney who shall then record the release of mortgage; (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER’S attorney and BUYER’S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing become necessary; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER’S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy 11 of this notification Agreement shall be provided to BUYER at closing; (e) in the event BUYER’S title insurance company will not issue a fee policy at no additional premium taking no exception for said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, BUYER shall not be obligated to proceed to closing; and (f) the provisions of this paragraph 6(d) shall survive the closingcontrol.