Common use of PARCEL B Clause in Contracts

PARCEL B. It is anticipated that Guarantor shall acquire Parcel B from P▇▇▇▇▇ Homes. Concurrently with the acquisition of Parcel B, Borrower shall satisfy the following provisions: (a) Borrower shall pay Lender all out-of-pocket costs and expenses incurred by Lender in connection with the acquisition transaction, including, without limitation, the cost of any title insurance policies and(or) title insurance endorsements required by Lender; (b) Guarantor shall execute and(or) deliver such documents and agreements as Lender shall reasonably require in connection with the acquisition transaction and the right of Lender to have a first lien security interest in Parcel B and all interests appurtenant thereto, including applicable personal property, including, without limitation, the Deed of Trust (Guarantor), Assignment of Leases (Guarantor), and UCC-1 Financing Statement in the form of Exhibit “M” attached hereto and incorporated herein by this reference, all in form and substance satisfactory to Lender in Lender’s sole discretion; (c) to the extent there are any leases and(or) subleases in favor of Borrower, Guarantor and(or) their affiliates with respect to Parcel B, said leases and(or) subleases shall be subordinated to the Parcel B Deed of Trust and Lender, in its sole discretion, shall be entitled to take a security interest in said leases and(or) subleases, and require the delivery of estoppel certificates from the Borrower and its affiliates, as applicable; (d) Borrower shall pay Lender all attorneys’ fees and costs incurred by Lender in connection with the foregoing transaction; (e) Title Insurer shall issue to Lender such title insurance coverage as Lender shall require in its sole discretion, and only with such exceptions for Permitted Encumbrances, and such other exceptions as may be approved by Lender, in its sole discretion, insuring the first lien priority of the Deed of Trust (Guarantor) and of the Assignment of Lease (Guarantor). In the event the lot line adjustment described in Paragraph 13.1 shall have occurred prior to or concurrently with Guarantor’s acquisition of Parcel B as described above, then this Paragraph shall be of no further force or effect.

PARCEL B. It The parties have agreed that the Purchase Price is anticipated that Guarantor shall acquire for Parcel A only. However, Parcel A and Parcel B from P▇▇▇▇▇ Homesneed to be subdivided which will not occur prior to Closing. Concurrently with As a result, Parcel B will be included in the acquisition deed to Buyer. Seller shall be responsible for all expenses necessary for the subdivision and reconveyance of Parcel B, Borrower shall satisfy the following provisions: (a) Borrower shall pay Lender all out-of-pocket costs and expenses incurred by Lender in connection with the acquisition transactionincluding but not limited to, includingapplication fees, without limitation, the cost of preparing documents, recording and transfer fees, and title fees. Buyer shall not encumber or permit any title insurance policies and(or) title insurance endorsements required by Lender; (b) Guarantor shall execute and(or) deliver such documents and agreements as Lender shall reasonably require in connection with the acquisition transaction and the right encumbrances to be placed against Parcel B, except a holder of Lender to have a first lien security interest in mortgage against Parcel B provided that the lender agrees to automatically and all interests appurtenant theretounconditionally release the mortgage from Parcel B upon Seller obtaining the Subdivision Approval and such mortgage shall be subordinated to the Ground Lease and any leasehold mortgage. Seller shall be responsible for 27.5% percent of real estate tax on the land portion of the Project from Closing to the completion of the subdivision of Parcel A and Parcel B. After the subdivision, including applicable personal propertyBuyer will be responsible for the real estate taxes on Parcel A, including, without limitation, and Seller will be responsible for the Deed of Trust real estate taxes on Parcel B. Upon Seller obtaining municipal subdivision approval (Guarantorthe “Subdivision Approval”), Assignment Buyer will convey, at no cost and expense to Seller, Parcel B, free and clear of Leases all liens and encumbrances (Guarantor)other than the exceptions set forth on Exhibit “E”, and UCC-1 Financing Statement within five (5) days of demand from Seller. At the time of delivery of the Parcel B Deed, Buyer shall simultaneously deliver to Seller an access easement agreement over Parcel A in the form of Exhibit “MG” (the “Access Easement Agreement”). The Access Easement Agreement shall be superior to any mortgages and/or liens and Buyer shall simultaneously deliver all necessary subordination agreements in recordable form to ensure that the Access Easement Agreement shall have first priority on Parcel A. As a result, Buyer shall deliver to Seller the following documents (the “Documents”): (i) Bargain and Sale Deed with covenants against Grantor’s acts for Parcel B (the “Parcel B Deed”) duly executed and acknowledged in form for recording; (ii) Affidavit of Title in form reasonably acceptable to Seller’s title company; (iii) Access Easement Agreement duly executed and acknowledged in form for recording; (iv) The State of New Jersey, Affidavit of Consideration for use by Seller (RTF-1); (v) Other and further documents as may be reasonably required by the terms of this Agreement or as may be reasonably necessary incidental to consummating the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, Seller may, at its option, require that Buyer execute and deliver the Documents at Closing to be held in escrow until the Seller obtains subdivision approval. If Seller elects to have the Documents delivered in escrow at Closing, Seller shall cooperate and execute any other or further documents as may be reasonably required by the terms of this Agreement or as may be reasonably necessary incidental to consummating the transaction contemplated hereby including, without limitation, any corrections or changes that may be necessary to the Documents. Buyer agrees to fully cooperate with Seller and assist Seller in obtaining the Subdivision Approval and will, within ten (10) days’ written request, execute all documents and applications. However, the parties acknowledge that the Subdivision Approval may not be granted by the land use board in the Borough of Montvale and it may not want to grant the subdivision because of the shape of the property. In the event that Seller is unable to obtain a Subdivision Approval, Seller may, in its sole and absolute discretion, create a condominium for the Project which would create two condominiums on the subject property, Condominium Parcel A (property described as Parcel A in Definitions), and Condominium Parcel B, the rear portion of the property the subject of the desired subdivision to be retained by Seller (property described as Parcel B in Definitions). The proposed Condominium Parcel B is the same as Parcel B as described on Exhibit “D” attached hereto and incorporated herein by this referenceCondominium Parcel A is the same as Parcel A as described on Exhibit “C” attached hereto. In such an event, all in form there may be certain common areas shared between Condominium Parcel A and substance satisfactory to Lender in Lender’s sole discretion; (c) to the extent there are any leases and(or) subleases in favor of Borrower, Guarantor and(or) their affiliates with respect to Condominium Parcel B, said leases and(or) subleases shall be subordinated including in particular, the driveway and access to the Condominium Parcel B Deed of Trust and Lender, in its sole discretion, shall be entitled to take a security interest in said leases and(or) subleases, and require the delivery of estoppel certificates from the Borrower and its affiliates, as applicable; (d) Borrower shall pay Lender all attorneys’ fees and costs incurred by Lender in connection with the foregoing transaction; (e) Title Insurer shall issue to Lender such title insurance coverage as Lender shall require in its sole discretion, and only with such exceptions for Permitted Encumbrances, and such other exceptions as may be approved by Lender, in its sole discretion, insuring the first lien priority of the Deed of Trust (Guarantor) and of the Assignment of Lease (Guarantor). across Condominium Parcel A. In the event of completion of the lot line adjustment described condominium, Buyer, as the owner of Condominium Parcel A, shall pay the reasonable common expense assessments imposed by the condominium association created to operate and administer the two unit condominium regime. In such an event, Seller shall acquire the condominium created, known as Condominium Parcel B, which will include an easement for access across Condominium Parcel A or use of the defined common areas across Condominium Parcel A. Buyer and Seller agree to pay the reasonable and customary share of the common expense assessments, including, but not limited to, repair, maintenance and replacement of the access drive, insurance over same, landscaping of any common areas, administration costs of operating the condominium association. Buyer will cooperate in Paragraph 13.1 the sale and creation of a condominium for the Project and will within 10 days of written request execute all documents reasonably necessary to create the condominium, including the Master Deed which creates the two unit condominium. After the condominium is created and the master deed filed to create the two condominiums, Buyer shall have occurred prior to or concurrently with Guarantor’s acquisition of immediately thereafter re-convey the deed for the Condominium Parcel B as described aboveto Seller and deliver the Access Easement Agreement. In case of creation of a condominium without subdivision of the Project, then this Paragraph Seller shall be responsible for 27.5% of no real estate tax on the land portion of the Project as long as Parcel B remains undeveloped, unless Parcel A and Parcel B are separately assessed and once separately assessed, Buyer will be responsible for the real estate taxes on Parcel A, and Seller will be responsible for the real estate taxes on Parcel B. If Seller constructs any building or other improvements on Parcel B, Seller shall be responsible for the increase in real estate tax resulting from such construction. This covenant shall run with the land and be binding on Seller and its successors and assignees. Seller may also require that Buyer enter into a 99-year Ground Lease for Parcel B at a rental of Ten and 00/100 ($10.00) Dollars per year, with a purchase option Ten and 00/100 ($10.00) Dollars, at the time of closing which shall be superior to Buyer’s mortgage. The Ground Lease shall be in the form of Exhibit “H-1” attached hereto and made a part hereof. At Closing, Seller and Buyer shall also enter into the Memorandum of the Ground Lease. Seller shall be responsible for 27.5% of the real estate tax on the land portion of the Project during the term of the ground lease as long as Parcel B remains undeveloped. If Seller constructs any building or other improvements on Parcel B during the term of the Ground Lease, Seller shall be responsible for the increase in real estate tax resulting from such construction. This covenant shall run with the land and be binding on Seller and its successors and assignees. Buyer hereby agrees to cooperate with Seller and further force agrees not to object to any application involving the development and construction of additional building or effect.buildings on