cause: (x) the
Declaration of Condominium, (y) the Plat of Condominium and (z) all other
documents, and instruments required by applicable Laws to be duly recorded in
the appropriate office in the Commonwealth of Virginia.
(D)
INTERSTATE LAND SALES FULL DISCLOSURE ACT.
IN CONNECTION WITH THE CONVERSION OF THE PROPERTY TO A CONDOMINIUM REGIME,
BORROWER WILL COMPLY WITH THE INTERSTATE LAND SALES FULL DISCLOSURE ACT (15
U.S.C. § 1701, ET SEQ.) AND THE RULES AND REGULATIONS ASSOCIATED THEREWITH (IN
THIS SECTION ONLY COLLECTIVELY, THE "LAND ACT"), AND WILL DELIVER TO THE U.S.
DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ("HUD") TWO (2) COPIES OF THE FINAL
PRINTED VERSION OF THE OFFERING MATERIALS UPON PREPARATION THEREOF AND WILL AT
ALL TIMES THEREAFTER DURING THE TERM HEREOF, FILE THE ANNUAL REPORT OF ACTIVITY
AND ALL AMENDMENTS AND SUPPLEMENTS THERETO, AS REQUIRED PURSUANT TO 24 CFR
1710.310, AND WILL THEREAFTER TAKE ALL ACTION NECESSARY OR DESIRABLE TO COMPLY
WITH THE LAND ACT.
BORROWER SHALL DELIVER COPIES OF ALL SUCH FILINGS TO LENDER
WITHIN TEN (10) DAYS AFTER THE FILING THEREOF, TOGETHER WITH ALL NOTICES,
REQUESTS, CORRESPONDENCE, AND DEMANDS DELIVERED BY HUD TO BORROWER.
FAILURE BY
BORROWER TO COMPLY AT ALL TIMES WITH THE LAND ACT, WHEN APPLICABLE, SHALL
CONSTITUTE AN EVENT OF DEFAULT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS SECTION, BORROWER SHALL NOT BE REQUIRED TO COMPLY WITH THE
PROVISIONS OF THIS SECTION IN THE EVENT BORROWER IS EXEMPT FROM THE REQUIREMENTS
OF THE LAND ACT.
SECTION 8.9
APPLICATION OF
UNIT RELEASE PAYMENTS; CASH COLLATERAL ACCOUNT.
UPON LENDER'S RECEIPT OF UNIT
RELEASE PAYMENTS, SO LONG AS NO EVENT OF DEFAULT EXISTS, SUCH FUNDS SHALL BE
APPLIED BY LENDER AS FOLLOWS: (I) FIRST, TO PAY LENDER THE INDIVIDUAL UNIT EXIT
FEE FOR EACH UNIT RELEASED, (II) SECOND, TO REPAY THE PRINCIPAL BALANCE OF THE
LOAN OUTSTANDING FROM TIME TO TIME, (III) THIRD, TO PAY ALL OF LENDER'S COSTS
AND EXPENSES WHICH MAY BE OUTSTANDING FROM TIME TO TIME, (IV) FOURTH, TO PAY
ACCRUED BUT UNPAID INTEREST ON THE LOAN, AND (V) FIFTH, TO ALL OTHER SECURED
OBLIGATIONS, UNTIL THE LOAN IS PAID IN FULL.
IN THE EVENT THAT A UNIT IS SOLD
AND THE PROCEEDS THEREOF ARE PAID ON A DATE WHEN LENDER HAS A COMMITMENT TO FUND
ADDITIONAL LOAN PROCEEDS, BUT THERE ARE NO SECURED OBLIGATIONS THEN DUE AND
OWING, AN AMOUNT EQUAL TO SUCH UNIT RELEASE PAYMENT SHALL BE DEPOSITED INTO A
CASH COLLATERAL ACCOUNT. BORROWERS GRANT TO LENDER A FIRST, PERFECTED SECURITY
INTEREST IN SUCH CASH COLLATERAL ACCOUNT TO SECURE ALL SECURED OBLIGATIONS.
PROVIDED NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
BORROWERS SHALL HAVE THE RIGHT, AS PART OF ANY REQUEST FOR AN ADVANCE, TO DIRECT
LENDER TO DISBURSE FUNDS IN THE CASH COLLATERAL ACCOUNT TO PAY PROJECT COSTS SET
FORTH IN THE PROJECT BUDGET, IN LIEU OF DISBURSEMENTS OF LOAN PROCEEDS TO PAY
SAID PROJECT COSTS. ANY AMOUNTS SO DISBURSED BY LENDER SHALL BE DISBURSED IN THE
MANNER AND SUBJECT TO THE SATISFACTION OF