Forbearance Agreement (LaSalle Bank/South Beach Resorts, LLC)


    
      

    

    Exhibit
      10.130

     

    
 

    


    FORBEARANCE
      AGREEMENT

    


    THIS
      FORBEARANCE AGREEMENT (this "Agreement")
      is made
      as of this ____ day of February, 2007 by and among LASALLE
      BANK, NATIONAL ASSOCIATION, AS TRUSTEE OF MARATHON REAL ESTATE CDO 2006-1
      GRANTOR TRUST,
      successor-in-interest to Marathon Structured Finance Fund L.P., a Delaware
      limited partnership (the “Lender”),
      SOUTH
      BEACH RESORTS, LLC, a Florida limited liability company (the “Borrower”),
      FRED
      PAUZAR, an individual resident of the State of Florida ("Pauzar")
      and
      MALCOLM WRIGHT, an individual resident of the State of Florida ("Wright",
      and
      together with Pauzar, the "Principals",
      and
      the Principals together with Borrower, the "Borrowing
      Parties").

    


    RECITALS

    


    A.      
      Lender
      and Borrower are parties to that certain Loan Agreement dated as of June 30,
      2005 (the "Loan
      Agreement"),
      pursuant to which Lender agreed to make a loan to Borrower (the "Loan")
      the
      sum of up to Nine Million and NO/100 Dollars ($9,000,000.00).

    


    B.     
       The
      Loan
      is evidenced by that certain Promissory Note dated June 30, 2005 (the
      "Note"),
      and
      is secured by the lien of that certain Mortgage, Assignment of Rents and
      Security Agreement dated June 30, 2005 and recorded among the land records
      of
      Dade County, Florida July 11, 2005 in Official Records Book 23557, Page 3073
      (the "Mortgage").

    


    C.      
      Payment
      of certain of the obligations of Borrower pursuant to the Loan Documents is
      guaranteed by Pauzar and Wright pursuant to the terms of, inter alia, that
      certain Guaranty (Exceptions to Nonrecourse Liability) dated as of June 30,
      2005
      (the "Guaranty").
      As
      used herein, the term "Loan
      Documents"
      shall
      mean the Loan Agreement, the Note, the Mortgage, the Guaranty and any and all
      other documents evidencing, securing and/or governing the Loan whether now
      existing or hereafter executed and delivered.

    


    D.      
      The
      Loan
      matured by its terms on January 11, 2007, and Borrower has failed to repay
      the
      Loan in accordance with the terms of and as required by the Loan Documents,
      which failure is an "Event of Default" (as defined in the Loan Agreement) under
      the Loan Documents (the "Existing
      Default").
      

    


    E.       
      Borrower
      is indebted to Lender for the outstanding principal balance of the Note, accrued
      interest thereon, late charges, the "Exit Fee" (as defined in the Loan
      Agreement) and costs, expenses and attorneys' fees (collectively, all
      liabilities of Borrower to Lender, whether now existing or hereafter arising,
      including accrued interest and all reasonable costs and attorneys' fees, shall
      be referred to herein as the "Obligations").

     

    F.       
      Borrower
      has requested that Lender waive the Existing Default, and Lender has
      conditionally agreed to waive such Existing Default, on the terms set forth
      below provided that, in the event that any Event of Default or Other Default
      occurs during the Forbearance Period (as hereinafter defined) or prior to the
      payment in full of the Obligations of the Borrower to Lender, such waiver shall
      be null and void.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, in consideration of the mutual undertakings set forth below, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound hereby, the parties
      agree
      as follows:

    


    


    1.         
      Incorporation
      of Recitals; Defined Terms.
      

    


    (a)   The
      foregoing Recitals are incorporated herein as though set forth at length below.
      

    (b)       
      Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      the respective Loan Documents.

    


    (c)       
      As
      used
      herein, the term "Bankruptcy
      Code"
      shall
      have the meaning set forth in Section 4(a) of this Agreement.

    


    (d)       
      As
      used
      herein, the term "Forbearance
      Period"
      shall
      mean the Initial Forbearance Period or the Extended Forbearance Period, as
      the
      case may be.

    (e)       
      As
      used
      herein, the term "Interest
      Differential"
      shall
      have the meaning set forth in Section 6(d) of this Agreement.

    


    (e)       
      As
      used
      herein, the term "Interests"
      shall
      have the meaning set forth in Section 10(h) of this Agreement.

    


    (f)        
      As
      used
      herein, the term "Liabilities"
      shall
      have the meaning set forth in Section 5(g) of this Agreement.

    


    (g)       
      As
      used
      herein, the term "Mezzanine
      Lender"
      shall
      mean International Property Investors AG, or another entity owned and/or
      controlled by Sir David Garrard.

    


    (h)       
      As
      used
      herein, the term "Mezzanine
      Loan"
      shall
      mean a loan secured by the equity interests in Borrower (and not by a lien
      on
      the Property) in form and content satisfactory to Lender.

    


    (i)        
      As
      used
      herein, the terms "Released
      Parties"
      and
      "Releasing
      Parties"
      shall
      have the meanings set forth in Section 5(a) of this Agreement.

    


    


    2.        
      Acknowledgements.
      Borrowing Parties hereby acknowledge, ratify, admit, stipulate, and agree,
      without precondition or qualification, as follows:

    


    a.    
      Each
      of
      the Recitals contained above in this Agreement is true, correct and complete
      in
      all material respects.

    


    b.    
      Borrower
      and Principals (i) entered into the Loan Documents to which they are parties
      and
      (ii) are entering into this Agreement of their own free will, without coercion
      or threat of any kind from Lender or from any other person, fully understanding
      the terms hereof (including the waiver of certain material rights afforded
      by
      law), and are fully aware that they may have potentially advantageous
      alternatives to entering into this Agreement. Borrower and Principals
      acknowledge, stipulate and agree that any other alternative would present a
      material risk to their detriment.

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    c.     
      The
      Loan
      Documents constitute valid and binding obligations of Borrower and Principals,
      enforceable against each of them in accordance with their respective
      terms.

    


    d.     
      As
      of
      February 7, 2007, the Obligations consisted of the following:

     

                                            
      Principal $ ____________

                                            
      Interest
      Due $ ____________

                                            
      Default
      Interest $ ____________

                                            
      Late
      Charges 
      $
      ____________

                                            
      Total
      $
      ____________

    


    In
      addition, Borrower is obligated to pay to and reimburse Lender for all amounts
      incurred in connection with the Obligations and/or the Existing Defaults,
      including, without limitation, costs and expenses of Lender's legal counsel,
      which amounts constitute part of the aggregate Obligations.

    


    e.     
      Except
      as
      specifically provided in Section 6 (c) and (d) below, Borrower's obligation
      to
      repay the Obligations is unconditional and is without defense, counterclaim,
      recoupment or offset. The Obligations are immediately due and payable in full.
      

    


    f.     
      There
      exist one or more defaults under the terms of the Loan Documents, any and all
      notices required to be given by Lender have in fact been given and received,
      all
      applicable grace periods have expired without cure having been effected, and
      Borrowing Parties hereby waive all such notice provisions and grace periods
      in
      connection with Existing Default.

    


    g.    
      Borrower
      has no defenses, rights of set-off or recoupment, causes of action or claims
      or
      counterclaims with respect to the Obligations and/or the liens and security
      interests granted to Lender pursuant to the terms of the Loan Documents, and
      all
      of such liens and security interests are enforceable by Lender.

    


    h.     
      Borrowing
      Parties shall derive material benefit by virtue of the execution and delivery
      of
      this Agreement and the performance of the parties' obligations
      hereunder.

    


    3.       
      Reaffirmation
      of Obligations.
      Borrowing Parties reaffirm and ratify that Borrower is indebted and obligated,
      directly or indirectly, to Lender in an amount equal to the Obligations as
      set
      forth in Section 2(d) above. Interest shall continue to accrue on and forms
      a
      part of the Obligations pursuant to the terms of the Loan Documents as set
      forth
      herein. Borrower reaffirms and ratifies that, pursuant to the terms of the
      Loan
      Documents, it is liable to pay or reimburse applicable costs, fees and
      reasonable attorneys' fees and expenses related to the Obligations incurred
      by
      Lender, all of which form a part of the Obligations. Borrower hereby promises
      to
      pay to the order of Lender the Obligations, plus any and all accrued interest
      thereon and accrued costs, fees and reasonable attorneys’ fees and expenses in
      accordance with the Loan Documents as modified by the terms hereof.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    4.       
      Bankruptcy
      Proceedings.

     

    a. Each
      of
      Borrowing Parties hereby agrees that if such party becomes a debtor or
      debtor-in-possession under Chapter 7, Chapter 11 or Chapter 13 of Title 11,
      U.S.C. and/or any Federal or state statutes/or and regulations related thereto
      (the "Bankruptcy
      Code"),
      as
      the case may be, he/she will not seek injunctive relief against Lender, or
      otherwise oppose or take action to, object to, hinder or delay, the exercise
      of
      Lender's rights and remedies under the Loan Documents or hereunder. Without
      limiting the generality of the foregoing, it is the intent of the parties that
      no injunctive relief against Lender shall be sought under Section 105 or any
      other provision of the Bankruptcy Code by Borrowing Parties, and that no
      Borrowing Party shall seek any expansion of the stay provided by Section 362
      of
      the Bankruptcy Code. In exchange for the consideration provided hereunder to
      the
      Borrowing Parties, each of the Borrower Parties hereby expressly waives with
      prejudice the effect of the automatic stay of section 362 of the Bankruptcy
      Code
      with respect to the Loan and the Guaranty.

     

    b. Each
      of
      Borrowing Parties for him/herself (a) represents that such Borrowing Party
      has
      no present or current intent (i) to file any voluntary petition under the
      Bankruptcy Code or in any instance to seek relief, protection, reorganization,
      liquidation, dissolution or similar relief for debtors under any local, state,
      federal or other insolvency law or laws providing for relief of debtors in
      equity, or (ii) directly or indirectly to cause any involuntary petition under
      any Chapter of the Bankruptcy Code to be filed against a Borrowing Party or
      directly or indirectly cause such Borrowing Party to become the subject of
      any
      proceedings pursuant to any local, state, federal or other bankruptcy,
      dissolution, liquidation or insolvency law or laws, either at the present time
      or at any time hereafter. Borrower Parties each represent and acknowledge that
      (i) they will be unable to confirm a plan of reorganization in a bankruptcy
      case
      that they may become the subject of, (ii) they will not seek to use Lender's
      cash collateral (as that term is defined in Section 361 of the Bankruptcy Code),
      and (iii) they will not seek to obtain post-petition debtor-in-possession
      financing with lien priority senior to that of Lender pursuant to Section 364
      of
      the Bankruptcy Code.

    


    c. Each
      of
      Borrowing Parties covenants and acknowledges that in the event such Borrowing
      Party shall (i) be the subject of any petition under the Bankruptcy Code, (ii)
      be the subject of any order for relief issued under the Bankruptcy Code which
      is
      not dismissed within sixty (60) days of the filing thereof, (iii) file or be
      the
      subject of any petition seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution, or similar relief under any present
      or
      future federal or state act or law relating to bankruptcy, insolvency, or other
      relief for debtors, (iv) seek or consent to or fail to contest the appointment
      of any trustee, receiver, conservator, or liquidator, (v) be the subject of
      any
      order, judgment, or decree entered by any court of competent jurisdiction
      approving a petition filed against such party for any reorganization,
      arrangement, composition, readjustment, liquidation, dissolution, or similar
      relief under any present or future federal or state act or law relating to
      bankruptcy, insolvency, or relief for debtors, Borrowing Parties shall not
      oppose Lender's attempt to seek relief from any automatic stay imposed by
      Section 362 of the Bankruptcy Code, and acknowledges and agrees that such
      Borrowing Party has not right or basis to oppose motion seeking relief from
      the
      automatic stay brought by the Lender. Each Borrower Party hereby specifically
      consents to the entry of an order by the Bankruptcy Court granting relief from
      the automatic stay in favor of the Lender.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    d. Each
      Borrowing Party represents that neither the execution and delivery of this
      Agreement nor the performance of any actions required hereunder is being
      consummated with or as a result of any actual intent to delay or defraud any
      entity to which such party is now or will hereafter become
      indebted.

    


    Borrower
      agrees that each of the foregoing provisions shall be construed and enforced
      broadly and to the fullest extent permitted by law.

    


    


    5.       
      Release;
      Lender's Liability.

    


    a. Borrower,
      Guarantors, their successors and assigns (including, without limitation, any
      estate, debtor, trustee, receiver or assignee for the benefit of creditors)
      to
      the fullest extent permitted by law (collectively, the “Releasing
      Parties”),
      hereby release, remise, forever discharge and forgive Lender, its shareholders,
      directors, affiliates, officers, employees, servicers, agents, attorneys,
      representatives, predecessors, successors and assigns (collectively, the
“Released
      Parties”),
      of
      and from any and all claims, causes, causes of action, demands, counterclaims,
      cross claims, damages, complaints, suits, bonds, losses, liabilities,
      obligations, commitments, contribution, indemnity or otherwise, at law or equity
      or mixed, known, unknown, suspected, unsuspected, asserted, unasserted, which
      the Releasing Parties or any of them, now have, had or may in the future have
      against the Released Parties or any of them, which arose prior to the execution
      and delivery of this Agreement and relate to the Loan Documents and or the
      Obligations..

    


    b. Lender
      shall not be liable for any claims, suits, actions, costs, damages, liabilities
      or expenses, or incidental, consequential, special or punitive damages
      (“Liabilities”)
      in
      connection with the subject matter of this Agreement other than Liabilities
      caused by the gross negligence or willful misconduct of Lender and Borrower
      hereby agrees to indemnify and hold harmless Lender and its affiliates and
      the
      directors, officers, employees and agents of any of them, and the successors
      and
      assigns of Lender from and against any and all Liabilities arising from or
      in
      connection with any acts or omissions taken by Borrower in connection with
      this
      Agreement or the performance of Borrower's duties under this Agreement, other
      than those Liabilities caused by the gross negligence or willful misconduct
      of
      Lender.

    


    6.       
      Forbearance
      Period. 

    


    (a) During
      the Forbearance Period (as defined below), Lender agrees to forbear from
      exercising any right or remedy against Borrowing Parties with respect to the
      Existing Default, provided (i) there shall occur no Event of Default other
      than
      the Existing Default and (ii) Borrower shall continue to make monthly payments
      of accrued interest on the Payment Date as contemplated by Section 2.2.1 of
      the
      Loan Agreement. Nothing herein shall be construed as an agreement by Lender
      from
      asserting any affirmative defense, cross claim, counterclaim or third party
      claim in any action or proceeding that is now pending or may hereafter be
      commenced. Lender's agreement to forbear from exercising any rights or remedies
      in accordance with this paragraph shall commence as of the date hereof and
      continue until 5:00 PM Eastern time, April 11, 2007, unless earlier terminated
      as a result of the occurrence of an "Additional Default" (as defined below)
      (the
      "Initial Forbearance
      Period").
      Unless extended pursuant to the terms of paragraph (b) below, upon and after
      the
      expiration of the Initial Forbearance Period, Lender shall be free to exercise
      any right or remedy to which Lender heretofore or hereafter shall be entitled
      without regard to this paragraph. Nothing contained herein shall be deemed
      to
      limit Borrower's obligations to make all payments due under the Loan Documents
      other than the repayment of the principal balance, all of which obligations
      shall remain in full force and effect.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) Borrower
      shall have one (1) option to extend the term of the Initial Forbearance Period
      for an additional ninety (90) days, i.e.,
      until
      5:00 PM Eastern time, July 11, 2007 (the "Extended
      Forbearance Period"),
      provided (i) no Other Default shall have occurred, (ii) Borrower delivers
      written notice to Lender no later than ten (10) Business Days prior to the
      expiration of the Initial Forbearance Period electing to extend the Initial
      Forbearance Period and (iii) and on or before July 3, 2007, Borrower shall
      cause
      to be delivered to Lender the sum of Five Hundred Thousand ($500,000.00), for
      application to the outstanding principal balance of the Loan.

    


    (c) During
      the Forbearance Period, so long as no Additional Default shall occur, Borrower
      shall not be obligated to pay the Late Charges accruing as contemplated by
      Section 8 of the Note. Provided that Borrower pays the Obligations in full
      prior
      to the expiration of the Forbearance Period, Lender shall waive such Late
      Charges in their entirety.

    


    (d) During
      the Forbearance Period, so long as no Additional Default shall occur, although
      interest shall accrue at the Default Rate as contemplated by Section 7.2 of
      the
      Note, Borrower shall continue to pay interest at the Interest Rate, and the
      difference between interest accruing at the Interest Rate and the Default Rate
      (the "Interest
      Differential")
      shall
      be deferred. Provided that Borrower pays the Obligations in full prior to the
      expiration of the Forbearance Period, Lender shall waive the Interest
      Differential in its entirety.

    


    


    7.       
      Costs
      and Expenses.
      Borrower shall be liable to and shall pay to Lender all of the
      following:

    


    (a) Principal.
      Upon execution and delivery hereof (and in no event later than February 8,
      2007), Borrower shall instruct the Escrow Agent to release the $750,000
      currently held in escrow pursuant to the terms of the Escrow Agreement to
      Lender, for application to the outstanding principal balance of the
      Loan.

    


    (b) Interest.
      Upon execution and delivery hereof (and in no event later than February 8,
      2007), Borrower shall pay all accrued interest due under the Loan Documents
      to
      Lender.

    


    (c) Legal
      Fees. Borrower shall pay all of Lender's attorneys' fees and expenses incurred
      in connection with the preparation and negotiation of this Agreement and the
      enforcement of Lender's rights and remedies hereunder and/or under the Loan
      Documents, as the case may be.

     

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    (d) Lender's
      Costs and Expenses. Borrower shall pay all costs and expenses incurred by or
      on
      behalf of Lender relating to the Loan, Borrower's default, and/or the execution
      and delivery of this Agreement.

    


    8.       
      Good
      Faith.
      The
      parties hereto have negotiated and entered into this Agreement in good faith.
      

    


    


    9.       
      Value.
      As a
      consequence of Lender's covenants, releases, waivers, settlement, and
      forbearance under this Agreement, Borrowing Parties have received reasonably
      equivalent value, as construed under Section 548 of the Bankruptcy Code, and
      fair consideration, as construed under applicable local and state laws, for
      their obligations as set forth in this Agreement.

    


    


    10.     
      Other
      Representations, Warranties and Covenants.
      Borrower
      and each Guarantor represent, warrant and covenant to Lender for itself as
      follows:

    


    a. It
      has
      the full power, authority and legal right to execute, deliver and comply with
      this Agreement, and this Agreement constitutes the valid and legally binding
      obligation of such party, enforceable against such party in accordance with
      its
      terms.

    


    b. It
      does
      not require any consent, approval or other authorization of any court,
      administrative agency or other governmental authority in connection with its
      execution and delivery of or compliance with this Agreement.

    


    c. Its
      execution and delivery of and compliance with this Agreement will not conflict
      with or result in a breach of any applicable law, judgment, order, writ,
      injunction, decree, rule or regulation of any court, administrative agency
      or
      other governmental authority, or of any provision of any agreement or other
      document or instrument to which such party is a party or by which such party
      is
      bound, and such action will not result in the creation or imposition of any
      lien, charge or encumbrance upon any property of such party in favor of anyone
      other than Lender.

    


    d. There
      is
      no action, suit or proceeding pending or threatened against or affecting such
      party or its property before any court, administrative agency or other
      governmental authority, or which brings into question the validity of the
      transactions contemplated hereby. Borrower and/or Guarantor, as the case may
      be,
      has not received actual or constructive notice or threat of the commencement
      of
      any such action against such party.

    


    e. It
      is
      current and not in default of its obligations to any and all governmental taxing
      authorities, including, without limitation, local, regional, and federal
      authorities.

    


    f. Lender
      has no further obligation to disburse any Required Renovation Funds pursuant
      to
      the Loan Agreement.

     

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    g. All
      further payments of interest on the Loan shall be made at the Applicable
      Interest Rate, and not at the Payment Rate.

    


    h. Borrower
      acknowledges that (i) by notice dated January 18, 2007, Lender instructed
      SunTrust Bank to hold solely for account of Lender all funds on deposit in
      the
      "Deposit Account" (as defined in the Loan Agreement) pursuant to that certain
      Restricted (Springing) Account Agreement, and (ii) Borrower has no right, title
      or interest in or to the Deposit Account or the proceeds thereof.

    


    i. As
      of the
      date hereof, SBR Holding Company, LLC, a Florida limited liability company
      is
      the owner of one hundred percent (100%) of the membership interests in Borrower
      (the "Interests").
      Contemporaneously with or subsequent to the execution and delivery of this
      Agreement, SBR Holding Company, LLC intends to sell, assign, transfer and/or
      convey its right, title and interest in and to the Interests to American Leisure
      Holdings, Inc., a Nevada corporation. By its execution of this Agreement, Lender
      acknowledges and consents to the transfer of the Interests described herein;
      provided, however, in no event shall any party liable for all or any part of
      the
      Obligations (including, without limitation, Principals) be released or deemed
      released by virtue of any such transfer of the Interests.

    


    


    11.     
      Mezzanine
      Loan.
      

    
 

    (a) Lender
      acknowledges and agrees that Borrower shall be entitled to borrow the proceeds
      of the Mezzanine Loan in order to make the curtailment contemplated by Section
      7(a) above. Except as otherwise provided in subsection (b) below, the principal
      amount of the Mezzanine Loan shall not exceed $750,000.00 (except for protective
      advances for legal costs or interest).

    


    (b) In
      the
      event that Borrower elects to extend the Forbearance Period as contemplated
      by
      Section 6(b) above, the Mezzanine Loan may be increased by up to $500,000.00
      in
      order , i.e.,
      to a
      maximum principal amount of $1,250,000.00.

    


    (c) Prior
      to
      consummating the Mezzanine Loan, Lender and the Mezzanine Lender shall enter
      into an intercreditor agreement in form and substance satisfactory to
      Lender

    


    


    12.     
      Additional
      Defaults.
      Each of
      the following shall constitute an Additional Default hereunder:

    


    a. The
      occurrence of an Event of Default (other than an Existing Default) under the
      Loan Documents.

    


    b. If
      any
      representation or warranty set forth herein was untrue in any material respect
      when made.

    


    c. Upon
      the
      breach by Borrower of any covenant contained herein which is not cured within
      ten (10) days after written notice thereof is delivered to
      Borrower.

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    d. If
      Borrower has not repaid the Loan in full prior to the expiration of the
      Forbearance Period in accordance with the terms hereof.

     

    13.     
      Remedies.
      Upon the
      occurrence of an Additional Default, Lender shall be entitled immediately to
      terminate this Agreement without notice to Borrowing Parties, whereupon Lender
      shall be entitled to pursue all of its rights and remedies under the Loan
      Documents, at law or in equity. 

    


    14.      
      Notices. Any
      notice or other communication required or permitted to be given shall be in
      writing addressed to the respective party as set forth below and may be
      personally served or sent by overnight courier or U.S. Mail and shall be deemed
      given: (a) if served in person, when served; (b) if by overnight courier,
      on the first business day after delivery to the courier; or (c) if by U.S.
      Mail,
      certified or registered mail, return receipt requested on the fourth (4th)
      day
      after deposit in the mail postage prepaid:

    


    
      	
              If
                to Lender:

            	
              Marathon
                Structured Finance Fund L.P.

              c/o
                Marathon Asset Management, L.L.C.

              461
                Fifth Avenue, 14th Floor

              New
                York, New York 10017

              Attention:
                Craig Thaler, Esq.

               

            
	
              and
                to:

            	
              LaSalle
                Bank National Association

              181
                W. Madison Street, 32nd Floor

              Chicago,
                Illinois 60602

              Attention:
                Mike Oliver, Assistant Vice President

               

            
	
              With
                a copy to:

            	
              Buchanan
                Ingersoll & Rooney

              One
                Chase Manhattan Plaza

              35th
                Floor

              New
                York, New York 10005

              Attention:
                James J. Freedman, Esq.

               

            
	
              If
                to Borrower: 

            	
              South
                Beach Resorts, LLC

              c/o
                Resorts Development Group LLC

              2460
                Sand Lake Road 

              Orlando,
                Florida 32809

              Attention:
                Malcolm J. Wright

               

            
	
              With
                a copy to:

            	
              Warshaw
                Burstein Cohen Schlesigner & Kuh, LLP

              555
                Fifth Avenue, 11th Floor

              New
                York, NY 10022

              Attention:
                Michael Zukerman, Esq.

            


    

    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    15.     
      CONSENT
      TO JURISDICTION.
      BORROWER
      HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT
      TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
      THIS AGREEMENT OR THE LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER
      EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS
      AND
      WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL
      SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
      PROCESS MAY
      BE
      MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
      ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND
      SERVICE SO
      MADE
      SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

    


    16.      
      WAIVER
      OF JURY TRIAL.
      BORROWING PARTIES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION
      OR
      PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT
      OR
      THE LOAN DOCUMENTS, OR ANY ACTION OR PROCEEDING IN ANY WAY ARISING OUT OF OR
      IN
      CONNECTION WITH THIS AGREEMENT OR THE LOAN DOCUMENTS, WHETHER IN CONTRACT OR
      TORT, AT LAW OR IN EQUITY, OR MIXED, AND AGREE THAT ANY SUCH ACTION SHALL BE
      TRIED BEFORE A COURT AND NOT A BEFORE A JURY.

    


    


    17.     
      APPLICABLE
      LAW.
      THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND SHALL BE
      CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
      NEW
      YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

    


    


    18.     
      Severability.
      The
      invalidity, illegality or unenforceability of any provision of this Agreement
      shall not affect or impair the validity, legality or enforceability of the
      remainder of this
      Agreement, and to this end, the provisions of this Agreement are declared to
      be
      severable.

    


    19.      Entire
      Agreement.
      This
      Agreement and the Loan Documents are complete integrated documents, set forth
      all of the terms, conditions and agreements between the parties hereto and
      supersede any and all prior and contemporaneous terms, conditions and agreements
      between the parties hereto. All exhibits and schedules attached hereto (if
      any)
      are incorporated herein and made a part hereof by this reference. There are
      no
      other agreements, promises, representations or warranties made or given in
      connection with any of the foregoing or concerning the subject matter hereof
      that are not contained herein or in the Loan Documents.

    


    


    20.      
      Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective representatives, successors and assigns. 

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    21.      
      Amendments
      and Waivers.
      The
      delay by any party hereto to exercise promptly any right or remedy, to declare
      any default or to take any other action permitted or required hereunder shall
      not be construed as a waiver, course of dealing, or estoppel by or against
      such
      party. The provisions of this Agreement may be modified or amended only by
      a
      written agreement entered into by the parties hereto, and may be waived only
      by
      a written waiver signed by the party against whom such waiver is sought to
      be
      enforced. No waiver, modification or amendment shall extend to or affect any
      obligation not expressly waived, modified or amended, or impair any right of
      Lender related to such obligation. Except as expressly modified or amended
      hereby the Loan Documents are hereby ratified and reaffirmed and shall remain
      in
      full force and effect.

    


    22.     
      Survival.
      Any and
      all representations, warranties, covenants, promises and understandings of
      any
      kind or nature whatsoever contained herein or in the Loan Documents shall
      survive the execution and delivery hereof until the Obligations are indefeasibly
      repaid in full to Lender.

    


    


    


    


    


    


    


    


    


    


    


    


    


    {SIGNATURE
      PAGE FOLLOWS}

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    {SIGNATURE
      PAGE 1 OF 1 TO FORBEARANCE AGREEMENT}

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have signed this Agreement the day and year first above
      written.

    


    


    WITNESS:    BORROWER:

     

                                                                 
      SOUTH
      BEACH RESORTS, LLC, a Florida limited liability company

     

                                                                 
      By:
      SBR Holding Company, LLC, a Florida limited

                                                                         
      liability company, its managing member

    


    


    /s/
      Jason
      Williams                            
By:  /s/ Malcolm J.
      Wright                                     
      

                                                       
      Name:
      Malcolm J.
      Wright                              
      

                                                        Title:
      Managing
      Member                               
     

    


    PRINCIPALS:

    


    


    


    /s/
      Jason
      Williams                                              
/s/ Malcolm J.
      Wright                            
  

    Malcolm
      Wright, individually

    


    


    


    /s/
      Jason
      Williams                                              
/s/ Fred
      Pauzar                                         


    Fred
      Pauzar, individually

    


    LENDER:

    


    LASALLE
      BANK, NATIONAL ASSOCIATION, as Trustee of Marathon Real Estate CDC 2006-1
      Grantor Trust

     

    By:____________________________             
      

    Name:__________________________

    Title:___________________________