FOR ANY LOSS RESULTING FROM ANY INVESTMENT IN ANY PERMITTED
INVESTMENTS OR THE SALE, LIQUIDATION OR REDEMPTION THEREOF AS CONTEMPLATED BY
THIS SECTION 13.3(C).
(E)
IF THIRTY (30) OR MORE DAYS HAVE ELAPSED SINCE THE DATE ON
WHICH THE PRINCIPAL AMOUNT OF THE NOTES HAS BEEN DECLARED DUE AND PAYABLE
PURSUANT TO SECTION 20.1, THE AGENT MAY (AND SHALL AT THE DIRECTION OF THE
REQUIRED LENDERS) APPLY AMOUNTS IN THE EXPENSE RESERVE ACCOUNT UP TO AN AMOUNT
EQUAL TO THE EXPENSE RESERVE TO THE PAYMENT OF THE DEBT IN ACCORDANCE WITH
SECTION 21.1.
UPON PAYMENT IN FULL OF THE DEBT, ALL AMOUNTS IN THE EXPENSE
RESERVE ACCOUNT SHALL BE IMMEDIATELY TRANSFERRED BY THE AGENT TO BORROWER.
ARTICLE XIV
CONDOMINIUM COVENANTS
SECTION 14.1
CONTRACTS OF SALE.
(A)
BORROWER SHALL NOT ENTER INTO ANY CONTRACTS OF SALE, OTHER
THAN QUALIFYING CONTRACTS OF SALE. UNLESS BORROWER HAS THERETOFORE OBTAINED THE
LENDERS' PRIOR WRITTEN CONSENT THERETO, BORROWER MAY NOT ENTER INTO CONTRACTS OF
SALE WITH GUARANTOR, OR AFFILIATES OF BORROWER OR GUARANTOR. NOTWITHSTANDING THE
PREVIOUS SENTENCE, THE LENDERS HEREBY CONSENT TO THE SALE OF UNITS PURSUANT TO
THE ER PURCHASE AGREEMENT AND THE LENDERS' CONSENT SHALL NOT BE REQUIRED WITH
RESPECT TO IMMATERIAL AMENDMENTS TO THE FORM CONTRACT OF SALE PREVIOUSLY
APPROVED BY THE LENDERS 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. LENDERS 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 ORIGINAL EFFECTIVE DATE
SHALL BE
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COVERED BY THE ASSIGNMENT OF PURCHASE CONTRACTS AND, IN EACH CASE, IF REQUIRED
BY THE AGENT, BY A SEPARATE ASSIGNMENT IN FORM AND SUBSTANCE SIMILAR TO THE
ASSIGNMENT OF PURCHASE CONTRACTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THE LENDERS HEREBY CONSENT 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 SHALL BE DEPOSITED AND HELD IN THE
CONDOMINIUM DEPOSIT ACCOUNT UNTIL SUCH TIME AS (I) A PURCHASER BECOMES ENTITLED
TO THE REFUND THEREOF IN ACCORDANCE WITH THE TERMS OF ITS CONTRACT OF SALE OR
(II) THE CLOSING OCCURS UNDER A CONTRACT OF SALE, WHEREUPON THE CONTRACT DEPOSIT
SHALL BE APPLIED ON ACCOUNT OF THE PAYMENT REQUIRED UNDER
SECTION 14.4(A)(VIII) OR SECTION 14.4(B)(VIII), AS APPLICABLE.
IF (X) A
PURCHASER DEFAULTS UNDER A CONTRACT OF SALE AND (Y) THE CONTRACT DEPOSIT IS PAID
TO BORROWER, BORROWER SHALL PAY SUCH CONTRACT DEPOSIT TO THE AGENT, FOR
APPLICATION TO THE DEBT IN ACCORDANCE