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MOUN2/PROCAGT~15/112183)5
PROCEEDS AGREEMENT
W I T N E S S E T H ~
WHEREAS, MOONRAKER BAY, a Florida partnership (the
"Borrower"), and SUNRISE SAVINGS AND LOAN ASSOCIATION OF FLORIDA,
a Florida corporation (the "Leader") entered into and executed a
certain com~nitment letter dated July 26, ~983, (the
."Commitment"), the terms of which are incorporated herein by
reference. (The terms used herein shall have the same meanings as
given them in the Commitment unless expressly defined otherwise
herein) ;
WHEREAS, on the date hereof, Borrower has executed a Loan
Agreement (the "Loan Agreement"), a Note in the principal amount
of ELEVEN MILLION FOUR HUNDRED TWENTY-FOUR THOUSAND DOLLARS
($11,424,000.00) secured by a Mortgage (the "Mortgage") intended
to be recorded forthwith in St. Lucie County, encwnbering the
property described in Exhibit "A" attached hereto (the
"Property') and certain other documents further~~ evidencing and
securing the obligation of Lender, as set forth in the
Commitment, to loan up to ELEVEN MILLION FOUR HUNDRED TWENTY-FOUR
THOUSAND DOLLARS ($11,424,000.00) to Borrower (all of which,
including the coimnitment, are collectively referred to herein as
the "Loan Documents"); and
WHEREAS,. the Gommitment and the Loan Agreement provide,
j inter alia, that in addition to any other swns required to be
paid by Borrower pursuant to the Mortgage, including but not
limited to, the Release Fees described in the Mortgage, prior to
the release of the lien of the Mortgage from all or any portion ~
of the Property, Lender shall receive payment of certain
additional sums as her~inafter described.
NOW, THEREFORE, in consideration of Lender's issuance of the
co~nitment, arranging the Loan and making the.Loan to Borrower
pursuant to the Loan Documents, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound
thereby, Borrower and Lender hereby agree as follows:
1. Sale of the Townhouse Units.
(a) In addition to any other requirements set forth in
~ any of the Loan Documents, Borrower hereby agrees, and
acknowledges that Lender shall not be zequired to release the
~ lien of the Mortgage from any Townhouse Unit, until and unless
! Lender receives, in addition to any other sums payable to I,ender
pursuant to any of the Loan Documents, the sum of SIX THOUSAND
DOLLARS ($6,000.00) for each Tow~house Unit to be released
(hereinafter the "Lender's Proceeds Share").
(b) Lender shall receive Lender's Proceeds Share on or
prior to the closing date for the transfer of title to any
Townhouse Unit to a third party and prior to Lender's delivery of
a partial satisfaction of the Mortgage to Borrower in connection
with such sale.
2. Bulk Sale of the Property.
(a) Borrower shall not be entitled to receive a
satisfaction of the Mortgage upon payment of all sums due and
payable under the Note, until and unless Lender has received all
sums payable by Borrower in accordance with this agreement.
Notwithstanding the payment in full by Borrower of all sums :
evidenced by the Note and all sums required to by paid by the
Loan Documents, Lender shall not be required to release the lien
of its Mortgage from all or any portion of the Townhouse Units
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