PRIOR TO THE TRANSFER OF TITLE OF THE FIRST RESIDENTIAL UNITS OR PARKING UNITS,
BORROWER SHALL, IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER REQUIREMENTS
SET FORTH HEREIN, AND THE REQUIREMENTS OF APPLICABLE LAWS, SATISFY EACH OF THE
FOLLOWING CONDITIONS ("INITIAL CONDOMINIUM CLOSING CONDITIONS"):
(I)
ALL OFFERING MATERIALS SHALL HAVE BEEN
APPROVED BY LENDER AND SHALL CONTAIN ALL DOCUMENTS AND INSTRUMENTS BY WHICH
RESIDENTIAL UNITS AND PARKING UNITS WILL BE TRANSFERRED TO CONTRACT BUYERS,
INCLUDING, WITHOUT LIMITATION, THE DECLARATION OF CONDOMINIUM PURSUANT TO WHICH
THE PROPERTY SHALL BE CONVERTED TO CONDOMINIUM OWNERSHIP; THE BYLAWS AND OTHER
GOVERNING INSTRUMENTS PURSUANT TO WHICH THE ASSOCIATION SHALL BE CREATED AND
GOVERNED; AND THE FORM OF THE DEED BY WHICH THE UNITS SHALL BE CONVEYED TO
CONTRACT BUYERS.
(II)
BORROWER SHALL HAVE FILED AND RECORDED THE
DECLARATION OF CONDOMINIUM AND THE PLAT OF CONDOMINIUM IMMEDIATELY PRIOR TO THE
FIRST CONVEYANCE OF A UNIT, AND LENDER SHALL HAVE EXECUTED A DOCUMENT OR
DOCUMENTS, PREPARED BY BORROWER AT BORROWER'S EXPENSE BUT SUBJECT TO LENDER'S
APPROVAL IN ITS REASONABLE DISCRETION, SUBORDINATING THE LIEN OF THE DEED OF
TRUST AND THE UCC FINANCING STATEMENTS TO THE DECLARATION OF CONDOMINIUM, THE
CONDOMINIUM BYLAWS AND THE PLAT OF CONDOMINIUM.
(III)
BORROWER SHALL HAVE OBTAINED A TEMPORARY OR
PERMANENT CERTIFICATE OF OCCUPANCY OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO
LENDER THAT A CERTIFICATE OF OCCUPANCY SHALL BE ISSUED, COVERING THE RESIDENTIAL
UNITS OR THE RESIDENTIAL UNIT PROPOSED TO BE TRANSFERRED.
(IV)
IF REQUIRED BY LENDER, AT BORROWER'S EXPENSE,
LENDER SHALL HAVE RECEIVED FROM THE TITLE INSURER OR ANOTHER TITLE INSURANCE
COMPANY DULY LICENSED TO DO BUSINESS AND
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IN GOOD STANDING IN THE COMMONWEALTH OF VIRGINIA A COPY OF A WRITTEN BULK
COMMITMENT FROM SUCH TITLE INSURANCE COMPANY TO PROSPECTIVE PURCHASERS OF THE
RESIDENTIAL UNITS COMMITTING TO INSURE TITLE OF PURCHASERS OF SUCH UNITS WHO
DESIRE SUCH INSURANCE.
(V)
BORROWER SHALL HAVE SATISFIED ANY OTHER
CONDITIONS REQUIRED TO BE SATISFIED PRIOR TO SUCH TRANSFER OF TITLE PURSUANT TO
THE LOAN DOCUMENTS AND APPLICABLE LAWS.
(VI)
BORROWER MUST PROVIDE PROOF ACCEPTABLE TO LENDER IN ITS SOLE
DISCRETION THAT (I) BORROWER HAS RECEIVED FULLY EXECUTED APPROVED CONDOMINIUM
CONTRACTS FOR AT LEAST 100 UNITS COMPRISING AT LEAST 77,000 NET SELLABLE SQUARE
FEET AND CONSTITUTING MINIMUM AGGREGATE GROSS SALE PROCEEDS (EXCLUDING UPGRADES)
OF AT LEAST $23,000,000 AND (II) BORROWER WILL BE ABLE TO CLOSE ON AT LEAST 90
OF THE FOREGOING UNITS OVER A 90 DAY PERIOD ("MASS CLOSING").
EACH AND EVERY
RESIDENTIAL UNIT INVOLVED IN THE MASS CLOSING MUST:
(A) HAVE A GROSS SELLING
PRICE OF AT LEAST THE MINIMUM UNIT SALES PRICE FOR SUCH RESIDENTIAL UNIT AS SET
FORTH IN EXHIBIT E (EXCLUSIVE OF ANY EXTRAS AND/OR UPGRADES) AND (B) GENERATE
PROCEEDS SATISFYING THE UNIT RELEASE PAYMENT CRITERIA SET FORTH IN SECTION
8.7(C).
(B)
MASS CLOSING TIMEFRAME.
BORROWER COVENANTS
AND AGREES THAT IT WILL COMPLETE THE MASS CLOSING WITHIN THE MASS CLOSING
TIMEFRAME.
IN THE EVENT THE MASS CLOSING IS NOT ACHIEVED BY THE EARLIER OF THE
EXPIRATION OF THE MASS