ITEMS DELIVERED TO OR OBTAINED BY OR GENERATED BY DEVELOPER IN ANY WAY
RELATED TO THE TIMESHARE PROPERTY AND/OR THE COMPLEX.
(D)
SPECIFIC DEVELOPER DEFAULTS.
IF DEVELOPER
SHALL FAIL TO:
(I)
COMMENCE AND DILIGENTLY PROSECUTE IN
GOOD FAITH THE DESIGN/APPROVAL ACTIVITIES AS REQUIRED HEREIN, OR
(II)
COMMENCE SALES OF TIMESHARE INTERVALS IN
PHASE 1 OF THE TIMESHARE PROJECT ON OR PRIOR TO THE PH SALES COMMENCEMENT DATE,
AND SUCH FAILURE SHALL CONTINUE FOR THIRTY (30) DAYS FOLLOWING WRITTEN NOTICE
THEREOF FROM SELLER, OR
(III)
PAY THE TIMESHARE ADVANCES OR MARKETING FEE
WHEN DUE,
WHEN REQUIRED PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT, SUBJECT TO
APPLICABLE CONDITIONS, THEN:
(A)
IF DEED DELIVERY HAS NOT OCCURRED HEREUNDER,
SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO DEVELOPER, UPON WHICH
THE PARTIES SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN AS
PROVIDED IN SECTION 33 AND SECTION 26(C); AND
(B)
IF DEED DELIVERY HAS OCCURRED HEREUNDER,
(1)
SELLER MAY TERMINATE DEVELOPER'S RIGHTS
UNDER ANY AND/OR ALL APPLICABLE TIMESHARE DEVELOPMENT AGREEMENTS - INCLUDING
(BUT NOT LIMITED TO) THE MARKETING AND LEASING AGREEMENT, AND THE MAINTENANCE
AGREEMENT - AND MAY DRAW UPON THE LETTER OF CREDIT; AND DEVELOPER SHALL NO
LONGER HAVE THE RIGHT TO PURSUE DEVELOPMENT OF THE TIMESHARE PROJECT; AND
57
(2)
NOTWITHSTANDING CLAUSE (1) ABOVE,
(A)
THE RESORT AND AMENITIES ACCESS EASEMENT/
AGREEMENT SHALL NOT TERMINATE TO THE EXTENT APPLICABLE TO ANY PORTION OF THE
TIMESHARE PROJECT AS TO WHICH (I) THE POSSIBILITY OF REVERSION, AS PROVIDED IN
SECTION 9(G), HAS EXPIRED; AND (II) SALE OF TIMESHARE INTERVALS HAS COMMENCED IN
ACCORDANCE WITH THIS AGREEMENT AND THERE IS OUTSTANDING (OR CONSUMMATED) AT
LEAST ONE CONTRACT WITH A BONA FIDE THIRD-PARTY CONSUMER TO PURCHASE A TIMESHARE
INTERVAL; AND
(b)
until the occurrence of a Fully Sold Project
to the extent of Timeshare Units in the portions of the Timeshare Project as to
which the possibility of reversion has terminated as provided herein, and so
long as the Developer is not in breach of its obligations pursuant to
Section 9(a) and Section9(f) with respect to such portions not subject to
reversion, all applicable provisions of this Agreement - including but not
limited to provisions concerning marketing fees, marketing locations,
exclusivity, management rentals and easements - and the Sales Center Lease,
shall continue in full force and effect with respect to such portions not
subject to reversion; provided that the foregoing shall not limit or otherwise
affect Seller's activities with respect to anything other than Timeshare
Intervals; and
(c)
after the occurrence of a Fully Sold
Project to the extent of Timeshare Units in the portions of the Timeshare
Project as to which the possibility of reversion has terminated as provided
herein, and so long as the Developer is not in breach of its obligations
pursuant to Section 9(a) and Section 9(f) with respect to such portions not
subject to reversion, Seller may develop and/or sell the second and any
subsequent phases of the Timeshare Property without regard to the aforesaid
limitations,