PLANS FOR THE IMPROVEMENTS, AS COMPLETED;
(K)
THERE SHALL BE NO STATUTORY LIENS FILED OF RECORD OR NOTICE OF INTENT
TO FILE SUCH A LIEN DELIVERED TO BORROWER OR LENDER FOR LABOR OR MATERIAL
ARISING OUT OF THE CONSTRUCTION OF THE IMPROVEMENTS; UNLESS, IF THERE ARE ANY
SUCH LIENS, BORROWER SHALL HAVE MADE ARRANGEMENTS REASONABLY SATISFACTORY TO
LENDER FOR THE DISPOSITION OR BONDING THEREOF PURSUANT TO SECTION 16.1(G);
(L)
AT LENDER'S REQUEST, LENDER SHALL HAVE RECEIVED THE FINAL LIST OF
PERSONAL PROPERTY PURSUANT TO SECTION 16.1(P); AND
(M)
LENDER SHALL HAVE RECEIVED, AT BORROWER'S EXPENSE, A CURRENT, CERTIFIED
ALTA "AS-BUILT" IMPROVEMENT SURVEY, LOCATING ALL PROPERTY LINES, BUILDING SET
BACK LINES, EASEMENTS AND THE IMPROVEMENTS, PARKING SPACES, AND SUCH OTHER
MATTERS AS SHALL BE REQUIRED BY LENDER.
If Borrower fails to comply with and satisfy any of the final disbursement
conditions contained in this Section 14.1 on or before the Completion Date, such
failure shall constitute an Event of Default hereunder.
SECTION 14.2
RETAINAGE.
Notwithstanding the provisions of Section 14.1 above, the disbursement of the
retainage that has not been released pursuant to Section 13.2 shall be subject
to the retention of such sums as Lender's Consultant shall determine are
necessary to assure full completion of punch-list
44
items.
Upon the completion of such punch-list items, Lender shall disburse any
remaining retainage to Borrower.
ARTICLE XV
CONDOMINIUM COVENANTS
SECTION 15.1
CONTRACTS OF SALE.
(A)
BORROWER SHALL NOT ENTER INTO ANY CONTRACTS OF SALE, OTHER THAN
QUALIFYING CONTRACTS OF SALE.
UNLESS BORROWER HAS THERETOFORE OBTAINED LENDER'S
PRIOR WRITTEN CONSENT THERETO, BORROWER MAY NOT ENTER INTO CONTRACTS OF SALE
WITH GUARANTOR, OR AFFILIATES OF BORROWER OR GUARANTOR.
NOTWITHSTANDING THE
PREVIOUS SENTENCE, LENDER HEREBY CONSENTS TO THE SALE OF UNITS PURSUANT TO THE
ER PURCHASE AGREEMENT AND LENDER'S CONSENT SHALL NOT BE REQUIRED WITH RESPECT TO
IMMATERIAL AMENDMENTS TO THE FORM CONTRACT OF SALE PREVIOUSLY APPROVED BY LENDER
FOR SALE OF EACH INDIVIDUAL UNIT TO BE SOLD UNDER THE ER PURCHASE AGREEMENT, TO
CONFORM TO THE ER PURCHASE AGREEMENT, PROVIDED THAT NO AMENDMENT SHALL BE MADE
TO THE SALE PRICE SET FORTH IN THE ER PURCHASE AGREEMENT IN EFFECT ON THE DATE
HEREOF.
LENDER SHALL NOT UNREASONABLY WITHHOLD SUCH CONSENT, PROVIDED THAT THE
APPLICABLE CONTRACT OF SALE (I) SATISFIES THE REQUIREMENTS OF THE DEFINITION OF
"QUALIFYING CONTRACT OF SALE" CONTAINED HEREIN AND (II) IS OTHERWISE ON AN ARM'S
LENGTH, COMMERCIALLY REASONABLE BASIS.
ALL CONTRACTS OF SALE ENTERED INTO BY
BORROWER AFTER THE EFFECTIVE DATE SHALL BE COVERED BY THE ASSIGNMENT OF PURCHASE
CONTRACTS AND, IN EACH CASE, IF REQUIRED BY LENDER, BY A SEPARATE ASSIGNMENT IN
FORM AND SUBSTANCE SIMILAR TO THE ASSIGNMENT OF PURCHASE CONTRACTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LENDER HEREBY
CONSENTS TO THE SALE OF UNITS PURSUANT TO THE ER PURCHASE AGREEMENT AND ANY
INDIVIDUAL PURCHASE AGREEMENTS ENTERED INTO PURSUANT TO THE ER PURCHASE
AGREEMENT SO LONG AS THE PURCHASER UNDER EACH SUCH INDIVIDUAL AGREEMENT IS
EXCLUSIVE RESORTS OR ANY OF ITS AFFILIATES.
(B)
ALL CONTRACT DEPOSITS