ANY SUCH RELEASE (THE AGENT'S
OUT-OF-POCKET COSTS AND EXPENSES NOT TO EXCEED $300 PER RELEASE THAT IS
REQUESTED AND FURTHER PROVIDED THAT THE AGENT WILL ENDEAVOR TO CAUSE THE
SERVICER TO INCLUDE SUCH FEES, COSTS AND EXPENSES WITHIN ITS SERVICING FEES);
AND
(XI)
RELEASES OF FRACTIONAL OWNERSHIP INTEREST SHALL NOT AFFECT OR IMPAIR
THE LIEN OF THE MORTGAGE AND THE AGENT'S LIEN AND SECURITY INTERESTS CREATED BY
THE OTHER LOAN DOCUMENTS AS TO FRACTIONAL OWNERSHIP INTERESTS NOT THERETOFORE
RELEASED OR THE REMAINING PORTION OF THE PROJECT, AND SAID LIENS AND SECURITY
INTERESTS SHALL CONTINUE IN FULL FORCE AND EFFECT AS TO THE UNRELEASED
FRACTIONAL OWNERSHIP INTERESTS.
(C)
IF THE PURCHASER UNDER THE ER PURCHASE AGREEMENT PURCHASES THE
10 DESIGNATED UNITS PURSUANT TO SECTION 7(C)(I) OF THE OMNIBUS AMENDMENT TO ER
AGREEMENTS (AS DESCRIBED IN THE DEFINITION OF "ER PURCHASE AGREEMENT"), SUCH
UNITS SHALL BE RELEASED FROM THE LIEN OF THE MORTGAGE PURSUANT TO
SECTION 14.4(A), AND CONCURRENTLY WITH THE DELIVERY OF SUCH RELEASE BORROWER
SHALL DEPOSIT INTO THE CONDOMINIUM RELEASE PAYMENT ACCOUNT $19,741,850 IN
IMMEDIATELY AVAILABLE FUNDS FOR APPLICATION TO THE DEBT IN ACCORDANCE WITH
SECTION 21.1 AND UPON RECEIPT OF SUCH DEPOSIT, PROVIDED NO EVENT OF DEFAULT HAS
OCCURRED AND IS THEN CONTINUING, AGENT AGREES TO RELEASE THE REMAINING FIVE
"EXHIBIT A UNITS" (AS DEFINED IN SUCH OMNIBUS AMENDMENT TO ER AGREEMENTS);
PROVIDED THAT IT SHALL BE A CONDITION OF SUCH RELEASE, AND BORROWER HEREBY
AGREES, THAT SUCH FIVE "EXHIBIT A UNITS" MAY NOT BE SOLD OR TRANSFERRED TO ANY
PERSON UNTIL SUCH TIME AS THE FACILITY A OBLIGATIONS HAVE BEEN PAID IN FULL,
EXCEPT THAT ANY ONE OR MORE OF SUCH FIVE "EXHIBIT A UNITS" MAY BE SOLD OR
TRANSFERRED (I) TO A THIRD PARTY PURCHASER ON THE FOLLOWING CONDITIONS: (A) THE
BORROWER DEPOSITS INTO THE CONDOMINIUM
70
Release Payment Account immediately available funds for application to the Debt
in accordance with Section 21.1 in an amount equal to the greater of (1) the
minimum release price for such Unit on Schedule A or (2) the minimum release
price for the exchange Unit described in clause (B) of this sentence and (B) in
exchange for the payment described in clause (A) of this sentence, another Unit
designated by Borrower shall be released from the lien of the Mortgage, subject
to the sale and transfer restrictions otherwise applicable to the "Exhibit A
Units", or (ii) to MII or any of its directly or indirectly wholly-owned
subsidiaries or a trust established by MII or its affiliates for use as part of
its time share program, so long as MII and such transferee agree in writing for
the benefit of the Agent and the Lenders that such Unit or Units may not be sold
or transferred to any Person until such time as the Facility A Obligations have
been paid in full, except pursuant to clause (i) of this sentence.
SECTION 14.5
RELEASES OF FACILITIES.
Provided no Event of Default has occurred and is then continuing, the Agent
agrees to