SUCH LIENS, BORROWER SHALL HAVE MADE ARRANGEMENTS REASONABLY
SATISFACTORY TO THE REQUIRED LENDERS FOR THE DISPOSITION OR BONDING THEREOF
PURSUANT TO SECTION 15.1(G);
(K)
AT THE AGENT'S REQUEST, THE AGENT SHALL HAVE RECEIVED THE
FINAL LIST OF PERSONAL PROPERTY PURSUANT TO SECTION 15.1(N);
(L)
THE AGENT 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; AND
(M)
THE AGENT SHALL HAVE RECEIVED ALL AGREEMENTS, INSTRUMENTS AND
DOCUMENTS (INCLUDING CONTROL AGREEMENTS, IF NECESSARY, AND OPINIONS OF COUNSEL),
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT, EVIDENCING THAT THE
AGENT HAS A FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE EXPENSE RESERVE
ACCOUNT.
If Borrower fails to comply with and satisfy any of the final disbursement
conditions contained in this Section 13.1 on or before the Completion Date, such
failure shall constitute an Event of Default hereunder.
SECTION 13.2
RETAINAGE.
Notwithstanding the provisions of Section 13.1 above, the making of any Facility
A Loans to fund the disbursement of the retainage that has not been released
pursuant to Section 12.2 shall be subject to the retention of such sums as
Agent's Consultant shall determine are necessary to assure full completion of
punch-list items. Upon the completion of such punch-list items, the Facility A
Lenders shall make additional Facility A Loans to Borrower to fund such
retainage.
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SECTION 13.3
EXPENSE RESERVE.
(A)
PRIOR TO THE MAKING OF THE FINAL FACILITY A LOAN TO BORROWER,
BORROWER SHALL CAUSE THE EXPENSE RESERVE ACCOUNT TO HAVE BEEN ESTABLISHED AND AN
AMOUNT EQUAL TO THE EXPENSE RESERVE SHALL HAVE BEEN DEPOSITED INTO THE EXPENSE
RESERVE ACCOUNT FROM (I) PROCEEDS FROM FACILITY A LOANS AND AN EQUITY
CONTRIBUTION BY BORROWER MADE IN ACCORDANCE WITH SECTION 12.1(L), OR (II) FUNDS
FROM BORROWER (OR A COMBINATION OF (I) AND (II)).
(B)
ONCE ESTABLISHED AND FUNDED PURSUANT TO SECTION 13.3(A), THE
EXPENSE RESERVE SHALL BE MAINTAINED UNTIL THE DEBT HAS BEEN PAID IN FULL;
PROVIDED, HOWEVER, THAT UPON CLOSING OF THE SALE OF UNITS TO EXCLUSIVE RESORTS
UNDER THE TERMS OF THE ER PURCHASE AGREEMENT BORROWER MAY DELIVER TO THE AGENT
PROJECTIONS WITH RESPECT TO THE EXPENSE RESERVE ITEMS FOR THE THREE-MONTH PERIOD
IMMEDIATELY FOLLOWING SUCH SALE.
IF SUCH PROJECTIONS, WHICH SHALL BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE LENDERS, SHOW THAT THE AGGREGATE
AMOUNT OF EXPENSE RESERVE ITEMS FOR SUCH THREE-MONTH PERIOD IS LESS THAN THE
AMOUNT ON DEPOSIT IN THE EXPENSE RESERVE ACCOUNT, THEN THE AGENT SHALL WITHDRAW
THE DIFFERENCE FROM THE EXPENSE RESERVE ACCOUNT AND REMIT SUCH FUNDS TO
BORROWER.
FROM AND AFTER SUCH DATE, THE EXPENSE RESERVE REQUIRED TO BE
MAINTAINED HEREUNDER SHALL EQUAL SUCH REDUCED AMOUNT.
(C)
IF BORROWER FAILS TO PAY WHEN DUE ANY OF THE EXPENSE RESERVE
ITEMS, THE AGENT MAY (AND SHALL AT THE DIRECTION OF THE REQUIRED LENDERS) UPON
NOT LESS THAN TWO (2) BUSINESS DAYS' NOTICE TO BORROWER FROM