TIME OF DEED
DELIVERY UNDER SECTION 25(F) BELOW, WILL HAVE OBTAINED AND/OR WILL HAVE
AVAILABLE SUFFICIENT FUNDS (E.G., DEBT AND EQUITY) TO COMPLETE THE DEVELOPMENT
AND CONSTRUCTION OF THE TIMESHARE PROJECT (OR, IF APPLICABLE, THE FIRST PHASE
THEREOF) AND TO TIMELY PAY THE MARKETING FEES AND OTHER AMOUNTS PAYABLE TO
SELLER UNDER OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT AND THE MARKETING
AND LEASING AGREEMENT; AND
(IV)
THE FORM OF LETTER OF CREDIT; AND
(V)
ALL FINANCIAL AND SALES PROJECTIONS
PERTAINING TO THE TIMESHARE PROJECT; DEVELOPER'S PROJECTIONS PURSUANT TO THIS
CLAUSE SHALL BE WITHOUT WARRANTY OR REPRESENTATION AND ARE MERELY ESTIMATES; AND
(VI)
THE DEVELOPER'S PREFERRED FORM OF
NON-DISTURBANCE AND ATTORNMENT AGREEMENT DESCRIBED IN SECTION 19; AND
(VII)
ANY OTHER DOCUMENTS REASONABLY REQUESTED BY
SELLER RELATING TO THE DEVELOPMENT, SALE, RENTAL OR MANAGEMENT OF THE TIMESHARE
PROJECT
Developer shall supplement each such delivery of records and documents during
the term of this Agreement within a reasonable period following Seller's request
therefor in the event that additional items arise or become available to
Developer, or in the event that any of the foregoing is amended or modified.
18
(f)
Evaluation by Developer; Access.
(i)
Following execution of this Agreement
and prior to Closing hereunder, Developer shall have the right to evaluate the
Timeshare Property, subject to the PSA (including but not limited to the
provisions of the PSA which govern Seller's access to the Complex and any
portion thereof).
At a minimum Developer shall obtain a Title Commitment (see
Section 6 below) and a Survey (same) and also shall conduct an Environmental
Assessment and a Zoning and Land Use Assessment.
Developer in its discretion
may also evaluate, among other things,
(I)
SUITABILITY OF PHYSICAL CHARACTERISTICS
OF THE TIMESHARE PROPERTY; AND
(II)
RESULTS OF ENVIRONMENTAL ASSESSMENTS OF
THE TIMESHARE PROPERTY; AND
(III)
TITLE COMMITMENTS FOR THE TIMESHARE
PROPERTY, AND ALL TITLE DEFECTS CITED THEREIN; AND
(IV)
EACH SURVEY OF THE TIMESHARE PROPERTY; AND
(V)
THE ZONING AND LAND USE CLASSIFICATION OF
THE TIMESHARE PROPERTY; AND
(VI)
TITLE AND OTHER INFORMATION REGARDING THE
COMPLEX; AND
(VII)
PROSPECTS FOR APPROVAL OF THE TIMESHARE
DOCUMENTS FROM THE STATE OF NEVADA; AND
(VIII)
PLANS AND SPECIFICATIONS AND DEVELOPMENT SCHEDULE;
AND
(IX)
THE IMPACT OF ANY OTHER MATTERS AS DISCLOSED
BY THE DOCUMENTS AND MATERIALS REQUIRED TO BE DELIVERED BY SELLER PURSUANT TO
SUBSECTION (D) ABOVE.
(ii)
Seller grants to the Developer and its
employees, representatives, agents and consultants having building or
construction related duties (and such other persons as Developer shall identify
to Seller in a notice) permission, with prior notice and subject to reasonable
Seller requirements, to access and enter on the Timeshare Property prior to
Closing hereunder for the purposes of physically inspecting the Timeshare
Property and performing such tests, surveys and investigations as Developer
deems necessary or appropriate, including, but not limited to, investigating the
surface and sub-surface soil and water conditions and conducting tests, core
borings, and environmental assessments and other site activities.
Developer
shall fill any and all wells,