SHALL CAUSE THE TITLE INSURER, AS ESCROWEE, TO PAY THE PROCEEDS OF SALE
IN AN AMOUNT OF NOT LESS THAN THE UNIT RELEASE PAYMENT DIRECTLY TO LENDER BY
WIRE-TRANSFER OF IMMEDIATELY AVAILABLE FUNDS. THE PROCEEDS OF SALE SHALL BE
APPLIED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8.9 OF THIS AGREEMENT.
SECTION 8.8
ESTABLISHING
THE CONDOMINIUM REGIME.
(A)
CONDOMINIUM DOCUMENTS. BORROWER HEREBY
COVENANTS AND AGREES TO CAUSE TO BE PREPARED THE DECLARATION OF CONDOMINIUM, THE
PLAT OF CONDOMINIUM, THE ASSOCIATION BYLAWS, AND ALL OTHER DOCUMENTS AND
INSTRUMENTS REQUIRED TO CONVERT THE PROPERTY TO A CONDOMINIUM FORM OF OWNERSHIP
UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA (THE "CONDOMINIUM REGIME") AND TO
PREPARE THE OFFERING OF THE RESIDENTIAL UNITS AND PARKING UNITS TO THE PUBLIC IN
CONFORMANCE WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS.
AT LEAST TWENTY (20)
DAYS PRIOR TO THE MASS CLOSING, BORROWER SHALL FURNISH TO LENDER, FOR LENDER'S
APPROVAL, THE CONDOMINIUM DOCUMENTS, WHICH INCLUDE, WITHOUT LIMITATION, THE
PROPOSED DECLARATION OF CONDOMINIUM AND ALL OTHER DECLARATIONS OF COVENANTS,
CONDITIONS, RESTRICTIONS OR EASEMENTS THAT AFFECT THE PROPERTY. ALL OF THE
CONDOMINIUM DOCUMENTS ARE SUBJECT TO THE APPROVAL OF LENDER. BORROWER HEREBY
COVENANTS TO INCLUDE IN THE OFFERING MATERIALS ALL DISCLOSURES REGARDING THE
PROPERTY REQUIRED BY ALL APPLICABLE LAWS. TO SECURE PAYMENT AND PERFORMANCE OF
ALL SECURED OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
HEREBY COLLATERALLY ASSIGNS TO LENDER AND GRANTS A SECURITY INTEREST TO LENDER
IN: (I) BORROWER'S INTEREST AS DECLARANT UNDER THE DECLARATION OF CONDOMINIUM
AND ALL OTHER CONDOMINIUM DOCUMENTS AND (II) ALL CONDOMINIUM CONTRACTS. ONCE ALL
OF THE CONDOMINIUM DOCUMENTS HAVE BEEN APPROVED BY LENDER, THE DECLARATION OF
CONDOMINIUM, THE OTHER CONDOMINIUM DOCUMENTS AND ALL OTHER DOCUMENTS SHALL NOT
BE REVISED OR AMENDED WITHOUT LENDER'S PRIOR WRITTEN APPROVAL, EXCEPT FOR SUCH
NON-MATERIAL MODIFICATIONS AS MAY BE NECESSARY TO COMPLY WITH APPLICABLE LAW.
(B)
RECIPROCAL EASEMENTS. BORROWER SHALL DELIVER
TO LENDER, FOR LENDER'S REVIEW AND APPROVAL, IN LENDER'S REASONABLE DISCRETION:
(I) A PLAN OF SUBDIVISION AND DECLARATION OF RECIPROCAL EASEMENTS FOR PARTY WALL
RIGHTS, ACCESS, INGRESS, EGRESS, SUPPORT, ENCROACHMENT, UTILITIES, COMMON USAGE,
AND SUCH OTHER MATTERS FOR ALL PORTIONS OF THE PROPERTY, AS LENDER SHALL DEEM
NECESSARY OR DESIRABLE, IN LENDER'S REASONABLE DISCRETION; AND (II) EVIDENCE
THAT SAID PLAN OF SUBDIVISION COMPLIES WITH ALL REQUIREMENTS OF LAW.
(C)
RECORDING OF CONDOMINIUM DOCUMENTS.
NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT PERMIT OR CAUSE: (X) THE
DECLARATION OF CONDOMINIUM, (Y) THE PLAT OF CONDOMINIUM, OR (Z) ALL OTHER
DOCUMENTS, AND INSTRUMENTS REQUIRED BY APPLICABLE LAWS TO BE
34
duly recorded in the appropriate office in the Commonwealth of Virginia without
the prior written approval of Lender. Borrower shall not be entitled to record
the foregoing documents prior to the Mass Closing and if an Event of Default has
occurred and is continuing at the time of such proposed recording.
Not later
than the date of the Mass Closing (or on such earlier date as may be required by
applicable Laws and approved in writing by Lender) Borrower shall