Article XIV, Developer's Rights and Obligations

14.01 - Ratification, Confirmation and Approval of Agreements.
The fact that some or all of the officers, Directors, Members or employees of the Association and the Developer may be identical, and the fact that Developer or its nominees, have heretofore or may hereafter enter into agreements with the Association or with third parties, will not invalidate any such agreements and the Association and its Members, from time to time, will be obligated to abide by and comply with the terms and conditions thereof. The purchase of a Unit, and the acceptance of the Deed therefor by any party, shall constitute the ratification, confirmation and approval by such purchaser, his heirs, legal representatives, successors and assigns, of the propriety and legality of said agreements or any other agreements authorized and permitted by the New Jersey Condominium Act, this Master Deed, the Certificate of Incorporation or the By-Laws.

14.02 - Rights Reserved to Developer.
Anything to the contrary herein or in the Certificate of Incorporation or By-Laws of the Association notwithstanding, Developer hereby reserves for itself or its successors and assigns, for so long as it owns one or more Units in the Condominium the right to sell, lease, mortgage or sublease any unsold Units within the Condominium. While the Developer maintains control of the Association, notwithstanding Developer hereby reserves for itself, its successors and assigns, for so long as it owns one or more Units in the Condominium, the right to sell, lease, mortgage or sublease any unsold Units within the Condominium. While the Developer maintains control of the Association, he shall take no action which adversely affects a Unit Owner's rights under N.J.A.C. 5:25-5.5. Claims relative to defects in Common Elements shall be processed in accordance with N.J.A.C. 5:25-5.5.

14.03 - Transfer of Special Developer Rights.
No special rights created or reserved to the Developer under this Master Deed ("Special Developer Rights") may be transferred except by an instrument evidencing the transfer recorded in the Office of the Clerk of Somerset County, New Jersey. The instrument shall not be effective unless executed by the transferee.

14.04 - Liability of Transferor.
Upon transfer of any such Special Developer Right, the liability of the transferor is as follows:

1. A transferor is not relieved of any obligation or liability arising before the transfer and remains liable for warranty obligations imposed upon him. Lack of privity does not deprive any Unit Owner of standing to bring an action to enforce any obligation of the transferor.
2. If a transferor retains any such Special Developer Right, or if a successor to any such Special Developer Right is an affiliate of the Developer, the transferor is subject to liability for all obligations and liabilities imposed on a Developer or by the Master Deed, arising after the transfer, and is jointly and severally liable with the successor for the liabilities and obligations of the successor which relate to the Condominium.
3. A transferor who retains no such Special Developer Rights has no liapility for any act or omission or any breach of a contractual or warranty obligation arising from the exercise of any such Special Developer Right by a successor Developer who is not an affiliate of the transferor.

14.05 - Transfer of Rights Requested.
Unless otherwise provided in a mortgage instrument or deed of trust, in case of foreclosure of any mortgage, sale by a trustee under a deed of trust, or sale under any bankruptcy or receivership proceedings, of any Units owned by Developer in the Condominium, a person acquiring title to all the Units being foreclosed or sold, but only upon his request, succeeds to all such Special Developer Rights, or only to any such Special Developer Rights to maintain models, sales offices and signs. The judgment or instrument conveying title shall provide for transfer of only the Special Developer Rights requested.

14.06 - Foreclosure, Bankruptcy, Recievership.
Upon foreclosure, sale by a trustee under a deed of trust, or sale under any bankruptcy or receivership proceedings, of all Units in the Condominium owned by Developer:

1. The Developer ceases to have any such Special Developer Rights; and
2. The period of Developer control terminates unless the judgment or instrument conveying title provides for transfer of all such Special Developer Rights to a succesor to Developer.

14.07 - Liability of Successors.
The liabilities and obligations of persons who succeed to all Special Developer Rights are as follows:

1. A successor to all such Special Developer Rights who is an affiliate of the Developer is subject to all obligations and liabilities imposed on any Developer by law or by the Master Deed.
2. A successor to all such Special Developer Rights, other than a successor described in Section 14.08(c) or (d) hereof who is not an affiliate of Developer, is subject to all obligations and liabilities imposed upon Developer by law or the Master Deed, but he is not subject to liability for misrepresentations or warranty obligations on improvements made by any previous Developer or made before the Condominium was created, or for a breach of fiduciary obligation by any previous Developer.
3. A successor to only a Special Developer Right to maintain models, sales offices and signs, if he is not an affiliate of Developer, may not exercise any other Special Developer Right, but is not subject to any liability or obligation as a Developer.
4. A successor to all Special Developer Rights who is not an affiliate of Developer and who succeeded to those rights pursuant to a deed in lieu of foreclosure or a judgment or instrument conveying title to Units under Section 14.06 aforesaid, may declare his intention in a recorded instrument to hold those rights solely for transfer to another party. Thereafter, until transferring all such Special Developer Rights to any person acquiring title to any Unit owned by the successor, or until recording an instrument permitting exercise of all those rights, that successor may not exercise any of those rights other than the right to control the Board for the duration of any period of Developer control, and any attempted exercise of those rights is void. So long as a successor Developer nay not exercise special rights under this section, he is not subject to any liability or obligation as a Developer other than liability for the successor's acts and omissions under the Master Deed.
5. Nothing in this Section 14.08 subjects any successor to a Special Developer Right to any claims against or other obligations of a transferor other than claims and obligations arising under the Master Deed.