THE MATERIAL CONDITIONS SHALL
HAVE BEEN SATISFIED, AND THE PARTIES SHALL EXECUTE AND DELIVER THOSE DOCUMENTS
AND AGREEMENTS CONTEMPLATED PURSUANT TO THE APPROVED MASTER PLAN AND THIS
AGREEMENT.
IF PRIOR TO DECEMBER 20, 2004 EITHER AN UNWIND EVENT AND/OR AN
INTERVENING EVENT, AS SUCH TERMS ARE DEFINED IN EXHIBIT "C" ATTACHED HERETO, HAS
OCCURRED AND/OR IS CONTINUING, THE DEVELOPER SHALL HAVE THE RIGHT TO POSTPONE
THE DEVELOPMENT RIGHTS FEE FUNDING DATE UNTIL THE EARLIER TO OCCUR OF (A) THIRTY
(30) DAYS FOLLOWING FINAL RESOLUTION OF THE UNWIND EVENT OR INTERVENING EVENT,
AS THE CASE MAY, OR (B) SOME EARLIER DATE DESIGNATED BY DEVELOPER UPON THIRTY
(30) DAYS PRIOR WRITTEN NOTICE, BUT IN NO EVENT LATER THAN THE MATERIAL
CONDITIONS TERMINATION DATE (I.E. MARCH 31, 2005).
IF THE DEVELOPMENT RIGHTS
FEE FUNDING DATE HAS NOT OCCURRED AND DEVELOPER HAS COMMENCED CONSTRUCTION
ACTIVITY ON THE PROJECT SITE, THE DEVELOPER SHALL STOP CONSTRUCTION ACTIVITY ON
THE PROJECT SITE DURING THE PERIOD OF ANY POSTPONEMENT (OTHER THAN THAT
REASONABLY NECESSARY TO SECURE THE SITE TO AVOID WASTE OR INJURY). IF AN
INTERVENING EVENT AND/OR UNWIND EVENT EXISTS ON THE MATERIAL CONDITIONS
TERMINATION DATE (MARCH 31, 2005), DEVELOPER SHALL HAVE THE RIGHT TO EITHER (X)
EXERCISE THE UNWIND RIGHTS DESCRIBED IN SECTION 5.5 HEREINBELOW OR (Y) PROCEED
TO THE DEVELOPMENT RIGHTS FEE FUNDING DATE, SUBJECT TO THE DEVELOPMENT RIGHTS
FUNDING DATE REQUIREMENTS PROVIDED HEREIN, BUT RESERVING DEVELOPER'S RIGHTS TO
EXERCISE UNWIND RIGHTS AT ANY TIME THEREAFTER THROUGH THE FINAL UNWIND DATE (AS
DEFINED BELOW) OR EXTEND THE SUBSEQUENT TRANCHE DATES AS PROVIDED HEREINBELOW.
THE PERIOD OF ANY
4
POSTPONEMENT OF THE DEVELOPMENT RIGHTS FEE FUNDING DATE SHALL ADJUST ALL DATES
PROVIDED HEREIN DAY-FOR-DAY INCLUDING BUT NOT LIMITED TO THE SUBSEQUENT TRANCHE
PAYMENT DATES AND FINAL UNWIND DATE DESCRIBED BELOW.
ON THE DEVELOPMENT RIGHTS FEE FUNDING DATE, THE DEVELOPMENT RIGHTS FEE SHALL BE
PAID BY DEVELOPER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT IN THE EVENT THAT (A) THE PROJECT LITIGATION AS DESCRIBED ON
EXHIBIT "D" ATTACHED HERETO SHALL NOT HAVE BEEN SETTLED OR OTHERWISE RESOLVED TO
THE SATISFACTION OF THE DEVELOPER OR (B) ALL OF THE DEVELOPMENT APPROVALS SHALL
NOT HAVE BEEN ISSUED BY THE APPLICABLE GOVERNMENTAL BODY ON OR PRIOR TO THE
DEVELOPMENT RIGHTS FEE FUNDING DATE, THE DEVELOPER MAY AT THE ELECTION OF
DEVELOPER DEPOSIT THE ENTIRE DEVELOPMENT RIGHTS FEE INTO ESCROW AS PROVIDED
HEREINBELOW.
IN THE EVENT THAT DEVELOPER ELECTS TO DEPOSIT THE DEVELOPMENT
RIGHTS FEE INTO ESCROW, THE DEVELOPMENT RIGHTS FEE SHALL BE MAINTAINED AND
DISBURSED AS FOLLOWS:
(A)
ON THE DEVELOPMENT RIGHTS FEE FUNDING DATE,
DEVELOPER SHALL (1) DEPOSIT THE FULL DEVELOPMENT RIGHTS FEE IN IMMEDIATELY
AVAILABLE FUNDS INTO ESCROW PURSUANT TO A COMMERCIALLY REASONABLE AND CUSTOMARY
ESCROW AGREEMENT PREPARED BY THE TITLE COMPANY AND MUTUALLY SATISFACTORY TO THE
PARTIES (THE "FEE ESCROW"), (2) AUTHORIZE RELEASE FROM THE FEE ESCROW A PAYMENT
TO THE AUTHORITY IN AN AMOUNT EQUAL TO THE MONIES THAT THE AUTHORITY SHALL
BECOME OBLIGATED TO PAY BY REASON OF ANY REQUIRED