Exhibit 10.1


MODIFICATION AGREEMENT


REGARDING


TIMESHARE PURCHASE AGREEMENT


This MODIFICATION AGREEMENT
REGARDING TIMESHARE PURCHASE AGREEMENT (this “Modification
Agreement”) is made and entered into as of the           
day of                         ,
2007 (the “Effective Date”), by and among
(i) OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz”),
PH FEE OWNER, L.L.C., a Delaware limited liability company (“PH Fee”), TSP OWNER,
L.L.C., a Delaware limited liability company (“TSP Owner”),
jointly and severally (collectively hereinafter referred to as the “Seller”), and (ii) WESTGATE RESORTS, LTD.,
a Florida limited partnership (“Westgate Resorts”),
and WESTGATE PLANET HOLLYWOOD LAS VEGAS, LLC,
a Florida limited liability company (“Westgate Las Vegas”),
jointly and severally (hereinafter referred to collectively as the “Developer”).


RECITALS:


A.            On or as of December 10,
2004, OpBiz and Westgate Resorts entered into that certain Timeshare Purchase Agreement (the “TPA”)
pursuant to which, among other things, OpBiz agreed to sell and Developer
agreed to purchase that certain property defined in the TPA as the
Timeshare Property, all upon and subject to the provisions of the TPA.  On or as of November 30, 2006,
OpBiz transferred the Timeshare Property to Seller, subject to the TPA.  Westgate Resorts has assigned its rights as
purchaser under the TPA to Westgate Las Vegas, subject to the TPA and, in
particular (but not in limitation), subject to Westgate Resorts’ retained and
continuing obligations thereunder.


B.            The Seller and Developer wish to modify
certain terms of said TPA as provided herein.


NOW, THEREFORE, in consideration of the foregoing which is
incorporated herein by reference as if fully restated, the mutual
representations, warranties, covenants, certifications, promises and agreements
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending
to be bound to this Modification Agreement as an instrument under seal, hereby
agree as follows:


1.             Definitions, etc.  Capitalized terms used in this Modification Agreement without
definition shall have the meanings given to them in or pursuant to the TPA
if defined therein or pursuant thereto. 
References to the TPA in any and all other communi­cations and documents
shall be deemed to mean the TPA, as modified by this Modification Agreement.


2.             Reaffirmation.  The Developer and the Seller each for itself hereby reaffirms
and restates, as of the date hereof, all covenants, representations and
warranties made by the Developer and Seller, respectively, in the TPA and
in all other documents and agreements entered into by Developer and Seller to
date in connection with the Timeshare Property (col­lectively, the “TPA Documents”) including, without limitation, the Marketing
and Leasing Agree­ment, the Sales Center Lease, the Timeshare Property
Maintenance Agreement and the PHII Memorabilia and Licensing Agreement.  The Developer and the Seller each hereby
further repre­sents and warrants for itself that there is no default or event
of default by itself under any of the













TPA Documents and no event or circumstance which
would constitute a default or event of default by itself thereunder with notice
or the passage of time or both.


3.             Aggregate Maximum Marketing Fee
Amount.


(a)           Commencing with the effective date of this Modification Agreement, the
Aggregate Maximum Marketing Fee Amount, as defined in Section 3(f) of the
TPA, is the product of the following:


(52) x TCI x TCIP x 9%


where “TCI” means the
total number of Timeshare Intervals (determined in accordance with the
Timeshare Interval Measurement Principles) and Whole Ownership Units (see Section 12 below) corresponding to the total number of
Timeshare Units and Whole Ownership Units actually constructed in the Timeshare
Project, but not less than 1,000 Timeshare Units containing in the aggregate
not less than 2,000 “keys”; and “TCIP” means the
actual purchase price charged to and paid by or on behalf of purchasers of
Timeshare Intervals and Whole Ownership Units for the initial sale of all TCI.


(b)           In accordance with the Timeshare Interval Measurement Principles, where
Developer sells Timeshare Intervals in increments of less than one week and/or
more than one week and/or on the basis of less than the entirety of a
Timeshare Unit and/or for other than annual use (i.e., biannual use or other
similarly split use), the determination of the Aggregate Maximum Marketing Fee
Amount shall be adjusted to reflect same.


(c)           This Section 3 of this Modification
Agreement does not affect the PHII License Fee payable by Developer to Seller
under the TPA and PHII Licensing and Memorabilia Agreement, except as affected
by Subsection (b) above.


4.             Phases; Commencement and
Completion Dates.


(a)           Section 9(a) of the TPA is hereby modified to reflect the
following:


(1)           On or as of January 25, 2007, Developer commenced construction of
the Footers and Podium (defined below) as well as construction of
Phase 1 of the Timeshare Project, containing the units, keys and other
features described in Subsection (c) below.


(2)           The completion date pursuant to the construction contract between
Developer and Tutor-Saliba Corporation, its general contractor, is 940 days
from January 25, 2007.  Accordingly,
and in order to allow for possible delays in construction, the required Com­pletion
Date for Phase 1 of the Timeshare Project is November 21,
2009, which is 1060 days following
commencement under the January 25, 2007 construction contract between
Developer and Tutor-Saliba Corporation, subject to extension pursuant to
Section 44 of the TPA entitled “Force Majeure”.


(b)           The parties hereby acknowledge that, in order to efficiently and
effectively develop and construct the Timeshare Project, Developer has
commenced certain work which applies or will apply to all phases of the
Project.  This advance work consists of


(A)          footers which underpin or will underpin all
three (3) phases of the Timeshare Project (collectively, the “Footers”); and 



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(B)                               three (3) levels of infrastructure, lobby, support space, public space
and swimming pool(s), all of which apply or will apply to Phase 1 and
Phase 2 of the Timeshare Project (collectively, the “Podium”).


The parties agree, notwith­standing
Section 9(f) and Section 9(g) of the TPA, that commencement or
completion of the Footers and/or the Podium will not, of itself/themselves,
affect the require­ments in the TPA for commencement or completion of any Phase
of the Timeshare Project after commencement of Phase 1 as set forth in
Section 9 of the TPA.  Commencement
or completion of the Footers and/or the Podium shall not be construed to
constitute commencement of any Phase of the Timeshare Project after
Phase 1 for the purpose of the reversion provisions of Section 9(g)
of the TPA and related provisions..


(c)           Section 9(f)(iii) of the TPA is hereby modified to read as follows:


“(iii)   The Seller and/or the
Developer, as applicable, shall in writing notify the other party or parties to
this Agreement when the revenue threshold described in Subparagraph (ii) above
has been reached.  Not later than sixty (60) days thereafter, Developer shall submit all
necessary plans and permit applications for the applicable Phase(s) to all
applicable governmental agencies and shall commence (or recommence)
construction of the next phase(s) not later than thirty (30)
days following receipt of all permits and approvals necessary to
commence/recommence construction of such phase(s).”


(d)           The parties agree that the plans and specifications for the various
planned phases of the Timeshare Project include the following listed components
although nothing contained below or in this Modification Agreement is intended
to increase or decrease the Minimum Project Density or the minimum unit
phasing requirements delineated in Section 9(f)(i) of the TPA:


(1)            Phase 1 includes 636 units,
which may include up to 136 Whole Owner­ship
Units as defined in and subject to the provisions of Section 12
below, and includes 1,216 keys.  The aforesaid 136 Whole Ownership Units may
include up to 15 condominium units,
currently designated as “Penthouse Units”.  Phase 1 shall also include the following
amenities:


(A)                              at least one (1) Restaurant, as defined
in and in accordance with Section 10 below;
and


(B)                                facilities for providing room service for all
occupants of all anticipated phases of the Timeshare Property, in accordance with Section 10 below.


(2)           Phase 2 includes 504 keys and 252 units, none of which shall be Whole Ownership Units.


(3)           Phase 3 includes 1082 keys and 527 units, all of which may (but need not) be Whole
Ownership Units as defined in and subject to the provisions of Section 12 below. 
The aforesaid Whole Ownership Units may include Penthouse Units up to a
total number of Pent­house Units in the Timeshare Project, including Penthouse
Units in other Phases of the Time­share Project, not exceeding 28 Penthouse Units in the aggregate.


(4)           The Podium is designed to support Phase 1, Phase 2 and
Phase 3.


5.             Reversion.  The description and definition of the Reversion Property, referred
to in Section 9(g) of the TPA, and the Reversion Rider to the
Special Warranty Deed (copies of which are attached hereto as Exhibit 3 and incorporated herein by reference), shall
be modified



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to respect Developer’s commencement and, where
applicable, completion of con­struction of the Footers and the Podium.  Upon delivery of the Special Warranty Deed,
with Reversion Rider, any and all reversionary rights granted to the
Seller under the TPA or elsewhere have terminated with respect to the Timeshare
Project, except with respect to the Reversion Property described in the Special
Warranty Deed attached hereto as Exhibit 3.  The Deed shall describe the Reversion
Property in three dimensions, as air rights,
with lateral dimensions substantially
identical to the footprint of the Podium and with vertical
dimensions commencing at the upper surface of the Podium and
extending upward to infinity.  The
Special Warranty Deed will provide for automatic adjustment of the described
elevation and footprint of the Reversion Property to conform to the as-built
dimensions of the Footers and Podium.  The owner(s) of the Footers and the Podium
shall be forever obligated to provide and maintain support to the Reversion
Property and whatever may be constructed therein and thereon by Seller and its
successors and assigns.  Pursuant to the
aforesaid Deed and Reversion Rider, Seller shall retain, for itself and its
successors and assigns, and its/their invitees, a perpetual easement for access
to, upon and within the Footers and the Podium for the purpose of con­struction,
maintenance, demolition, rebuilding, restoration and repair of (and its
successors’ and assigns’) improvements, fixtures and personalty thereon (and
utilities, char, and related activities serving said improvements, fixtures and
personalty) and for the purpose of access to and enjoyment of the Reversion
Property by Seller, its successors and assigns, and its/their invitees
forever.


6.             Seller’s Approval of Development
Plan, Plans & Specifications, and Develop­ment Schedule.  The Developer represents and warrants that it has submitted to Seller,
con­temporaneously with submission to any governmental or quasi-governmental
agency or official and/or with sub­mission to any lender or other provider of
funds and/or upon reasonable re­quest by Seller, the Developer’s
development plan for the Timeshare Project and its Plans and Specifications and
Development Schedule for the Timeshare Project and any and all addenda,
updates, modifications, supplements and amendments thereto, to date.  All of the foregoing are listed on Schedule 9(e) attached hereto and incorporated herein
by reference (collectively, the “Development Documents”).  Seller hereby confirms that the Development
Documents listed on Schedule 9(e) have
been approved by Seller.  Notwithstanding
the foregoing, Seller expressly acknowledges and agrees that Seller and
Developer have specifically agreed that Developer shall have the right to
modify or alter the Plans and Specifications, with Seller’s approval, not to be
unreasonably withheld (which approval has not yet been given and is not hereby
given), for the sole purpose of recapturing previously shown convention,
commercial and common space, reconfiguring recaptured space for additional
residential units and modifying the swimming pool complex, all in compliance with this Modification
Agreement and the TPA.  Subject to the
fore­going, Westgate shall be obligated to complete such construction as
modified and approved by Seller pursuant to this Section (including but
not limited to the Podium and the Footers), in accordance with all permits
therefor.


7.             Completion Bond.  Seller and Developer confirm that the form and substance of the
Completion Bond, provided for in Section 9(n) of the TPA, is as attached
hereto as Schedule 9(n) and incorporated
herein by reference.  In accord­ance with
the requirements of the TPA, the Completion Bond shall be in place
for Phase 1 no later than the date of Deed Delivery, and the Parent
Guaranty shall be in place prior to commencement of any second building if any
two are under construction at the same time.


8.                                      Payment Bond or
Letter of Credit.


(a)           Seller and Developer agree that, in lieu of the Letter of Credit
required by Section 3(d) of the TPA, Developer may deliver a surety bond
in form and substance as set



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forth in Schedule 3(d) attached
hereto and incorporated herein by ref­erence (the “Payment Bond”).  The Payment Bond shall be issued by a surety
satisfactory to Seller and shall be subject to periodic review by Seller and
replacement if the quality of the Payment Bond or of said surety is materially
impaired.  In such a case, Seller in its
discretion may require replacement by a Letter of Credit meeting the
requirements of the TPA.


(b)           Notwithstanding Subsection (a)
above, if the surety under the Payment Bond cancels or declines to renew the
Payment Bond, then, prior to the effectiveness of any such cancellation or any
such expiration without renewal of the Payment Bond, Developer shall deliver to
Seller either (i) a Letter of Credit as required by Section 3(d) of
the TPA, or (ii) cash in the amount of $6,000,000,
to be held and applied by Seller as if it were the Letter of Credit required by
the TPA.  Failure of Developer to deliver
either item provided for in the preceding sentence by the date which is fifteen (15) days prior to the then-scheduled cancellation
or expiration shall be a default by Developer under the TPA and other
Transaction Documents, entitling Seller to, among other remedies, demand, prior
to cancellation or expiration, immediate payment under the Payment Bond or
Letter of Credit as applicable.


(c)           Notwithstanding Section 3(d) of the TPA, the Payment Bond or, if
applicable, the Letter of Credit shall remain outstanding (and shall be
continually renewed) until not later than December 31, 2013.


9.             Convention Center.  Notwithstanding anything to the contrary herein or in the TPA or in any
other document or agreement, the parties agree that Developer shall not
construct the Convention Center provided for in the TPA.


10.          Amenities at Timeshare Property; Restaurant; Room Service.


(a)           The TPA provides that, with the exception of check-in facilities
and swimming pool, which Developer may in its discretion construct at its cost
as part of the Timeshare Project for use by occupants of the Timeshare Project,
the Timeshare Project shall not include any amenities offered by Seller at the
Hotel/­Casino Property, including but not limited to gaming, conventions, hotel
use (including facilities developed for hotel use as well as hotel use of Time­share
Units as provided in the TPA), food and beverage, retail, entertainment
(live or otherwise) and other recreational facilities.  The TPA further provides that the Timeshare
Project does not include any right of the Developer to any use of or payment
associated with any activity at or about or asso­ciated with the Complex other
than development and marketing of Timeshare Intervals, such as, but not
limited to, gaming, conventions, hotel use (including facilities devel­oped for
hotel use as well as hotel use of Timeshare Units as provided herein
and therein), food and beverage, retail and entertainment.


(b)           Notwithstanding the provisions of the TPA described in Subsection (a), Devel­oper shall construct, as
part of Phase 1, in the main lobby level of the Timeshare Property in a
high visibility location mutually agreed by Seller and Developer, space for
installation, by Seller or its designee (the “Restaurant
Tenant”), of one restaurant, comprising not less than 8,500 square feet, including restaurant space and kitchen
and other related “back of house” facilities (collectively, the “Restaurant Space”). 
Developer shall lease the Restaurant Space to the Restaurant Tenant
for a total rent not in excess of $250,000 per
year, payable in equal monthly installments, for a period of ten (10) years, renewable at the Restaurant Tenant’s
discretion for three (3) consecutive periods of ten (10) years at the same terms and conditions, except that, for the duration of each renewal term, annual
rent shall be increased by a percent­age equal to the percentage increase in
the CPI for Las Vegas, Nevada during the just completed term, provided



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that
rent during any renewal term shall not be more than 125%
of the rent for the just completed term.  The Restaurant Tenant shall not be
required to pay any amounts allocated to landlord’s operating expenses, taxes,
CAM, insurance or any other amounts whatsoever under said lease (the “Restaurant Lease”), except that the Restaurant Tenant shall
pay for its own utilities (water, sewer, electricity, gas and telecom­munications).  Unless Developer participates in the
Restaurant as provided below, total rent paid under the Restaurant Lease shall
be paid to the Developer and shall not be part of Gross Rent and
Maintenance Fee Income under Section 18 and other applic­able pro­visions
of the TPA, and no operating expenses attributable thereto shall be treated as
Operating Costs under the TPA or Operating Expenses under the Maintenance
Agreement.


(c)           Notwithstanding the provisions of the
TPA described in Subsection (a),
Developer shall construct, to the extent not provided for in the
Restaurant Space as provided in this Agree­ment, in a location to be mutually
agreed by Seller and Developer, space for operation of a kitchen and
related necessary facilities for providing room service for all occupants of
all anticipated phases of the Timeshare Property (a ”Room Service Kitchen”).


(d)           On or prior to the date which is sixty (60) days following the designation of the Restaurant
Space as provided in Subsection (b) above
and approval thereof by Seller, the Restaurant Tenant shall notify Seller and
Developer whether the Restaurant Tenant wishes to provide room service for
all occupants of all anticipated phases of the Timeshare
Property, together with an estimated construction budget and revenue
projection for the Restaurant Space (a “Room Service Notification”). 
If the Restaurant Tenant notifies Seller and Developer that
the Restaurant Tenant will provide such room service for all
occupants of all anticipated phases of the Timeshare Property, then Developer shall provide as part
of the Restaurant Space an area to accommodate a Room Service Kitchen, in
addition to kitchen space and back-of-house space for the Restaurant.


(e)           Within thirty (30) days after delivery of
the Room Service Notification, Devel­oper shall elect in writing whether
to become a fifty percent (50%) participant in
the profits and losses arising from operation of Restaurant Tenant’s restaurant
in the Restaurant Space (the “Restaurant”).  If Developer so elects to become a fifty
percent participant, Developer shall become responsible to equally
contribute the capital in accordance with the build-out budget for the Restaurant.  Notwithstanding any such
participation by Developer, all operational, manage­ment, theming, culinary and
all other matters pertaining to the Restaurant shall be within the sole
discretion of Seller.  In the event
Developer so participates, then (A) total rent for the Restaurant Space
during the initial ten-year term of the Restaurant Lease shall be $500,000 per year; and (B) total rent paid under said
lease shall be part of Gross Rent and Maintenance Fee Income under
Section 18 and other applicable provisions of the TPA; and (C) except
as aforesaid, the Restaurant Lease shall be identical to the Restaurant Lease
described in the preceding sub­sections of this Section 10.


(f)            (1)           If the Restaurant Tenant operates the Room
Service Kitchen as provided above, then (A) revenue from operation of the
Room Service Kitchen shall not be part of Gross Rent and Maintenance Fee
Income, and (B) expenses of operation of the Room Service Kitchen shall not
be part of Operating Costs.


(2)           If the Restaurant
Tenant does not operate the Room Service Kitchen as provided above, then
(A) revenue from operation of the Room Service Kitchen shall be
part of Gross Rent and Maintenance Fee Income, and (B) expenses of
operation of the Room Service Kitchen shall be part of Operating Costs.



 6
 









(3)           If
the Room Service Kitchen is not part of the Restaurant Space, then, regardless
of who operates the Room Service Kitchen, unless
an alternate arrangement is made with a third-party operator and consented to
by both Seller and Westgate, Westgate shall pay all costs of installing
and equipping the Room Service Kitchen.


11.          Shore Up.


(a)           Equal Sharing.  Notwithstanding anything to the contrary in
the TPA or in any other document or agreement, the parties agree that Seller
and Developer shall share equally in the Shore-Up and related obligations under
the TPA, except that the Developer alone, and not the Seller, shall be
obligated to pay any Whole Ownership Revenue Differential (defined below) – except (i) as provided in Section 12(b)
below with respect to the Whole Ownership Revenue Differential, which shall be
solely a Westgate obligation (and thus not included in the distributions and
allocations described in Section 18(b)(ii) of the TPA as modified by this
Agreement); and (ii) that Westgate shall be solely responsible for paying
capital expense deficits as provided in and subject to the provisions of
Section 6.2 and Section 6.3 of the Maintenance Agreement.


(b)           Modified Offset of Shore-Up Against Timeshare Advances.  The fifth unnumbered paragraph of Section 11.B of the Marketing
and Leasing Agreement is hereby modified to provide as follows in pertinent
part (new text is emphasized):


Notwithstanding anything to the contrary contained in this
Section 11, Marketing Fees payable to OpBiz shall be reduced by the amount
of Shore Up or Operating Ex­penses actually paid by Westgate due to OpBiz’ failure to pay when required to do so, together
with interest on the amount of Shore Up or Operating Expenses
so paid by Westgate at the rate of six percent (6%) per annum, but
the Timeshare Advance Pay­ments described below shall not, in any event, be
reduced below the minimums described herein. 
The amount of any such reduction not effected due to the minimum
Timeshare Advance Requirement below shall be available to be effected in any
subsequent year, if and to the extent Marketing Fees in such year exceed the
applicable minimum.


12.          Whole Ownership Units.


(a)           As provided in Section 4 above,
Developer may include in the Timeshare Project specified numbers of dwelling
units not subject to the timeshare plan but part of the Timeshare Project and
eligible for participation in the Rental Program at the Timeshare Project if
the owners so elect (the “Whole Ownership Units”);
provided that


(1)                                  Marketing Fees and PHII License Fees and
other amounts payable to Seller with respect to each Whole Ownership Unit shall
be calculated on the basis of the gross sale price of each Whole Ownership
Unit, multiplied by the applicable percentages (i.e., 9 percent
for calculation of Marketing Fees and 1 percent for
calculation of PHII License Fees); and


(2)                                  If sale of any Whole Ownership Unit(s) other
than Penthouse Unit(s) directly causes net hotel revenue received by Seller to
be reduced below the net hotel revenue that would have been received by Seller
if said unit(s) had been sold as Time­share Intervals subject to the timeshare
plan, as determined by Seller on a quarterly or other periodic basis, then
Developer shall pay to Seller the difference between



 7
 









(A)                              the net hotel revenue that would have been
received by Seller during the period in question if all such unit(s)
had been sold subject to the timeshare plan, as determined by Seller; and


(B)                                the net hotel revenue actually received by
Seller during the period in question.


Developer
shall pay said difference (the “Whole Ownership Revenue
Differential”) from Developer’s distributable proceeds under
Section 18(b) of the TPA as modified hereby, as a Shore-Up obligation by
Developer under the TPA, and as an exception to the equal sharing of
Shore-Up obligations described in Section 11
above.  In the event Developer’s
distributable proceeds as aforesaid are insufficient to pay the Whole Ownership
Revenue Differential in full, then, until all Whole Ownership Revenue
Differential has been paid in full, distributable proceeds under
Section 18(b) of the TPA as modified shall be paid to Seller.


(b)           If Developer includes any Whole Ownership Unit in the Timeshare
Project, then clause (iv) (“Fourth”) and clause (v) (“Fifth”) in
Section 18(b) of the TPA (allocating Gross Rent and Maintenance Fee
Income) shall be and hereby are deleted.


13.          Seller’s Approval of Developer’s Financing.


(a)           The Developer represents and warrants that it has submitted to Seller
copies of all financing and related documents and agreements pertaining to
Developer’s development and construction activities associated with the
Timeshare Property, and that all of the foregoing are listed on Schedule 9(q) attached hereto and incorporated herein
by reference (collectively, the “Developer Financing
Documents”).  Seller hereby
confirms that the Developer Financing Documents listed on Schedule
9(q) have been approved by Seller.


(b)           Notwithstanding anything to the contrary herein or in any other
document or agreement, Developer shall not cause or permit the pledge,
hypothecation or other encumbrance of any fund, payment or account due to or
payable to Developer or Seller in the nature of main­tenance fees or other
payments from Timeshare Interval Owners other than payments due for purchase of
their Timeshare Intervals.


14.          Parking Spaces.  Seller confirms that, pursuant to Section
6(d)(1) of the TPA, Seller will make available to Developer 636 parking spaces under the City Block Covenants,
subject to the requirements of the TPA and the City Block Covenants, including
but not limited to payments by Developer as provided for therein.  Developer agrees that the aforesaid satisfies
the Parking Requirement as provided in the TPA.


15.          Northwind Utilities.  Notwithstanding Section 6(e) of the TPA or
any other provision of the TPA or of any other document or agreement, Seller
has agreed


(a)                                  To provide, to Developer, whatever excess
capacity to which Seller may be entitled under the Northwind Utility
Agreement (as defined in the TPA) and related City Block Covenants
and under that certain Energy Service Agreement signed by Northwind
Aladdin, LLC (the “Energy Agreement”)
as it pertains to utility service from
Northwind for the Timeshare Project (referred to in the City Block Covenants as
the Music Parcel) to the extent of Seller’s interest therein; and in connection
therewith Seller agrees to consent, as Landlord under the Energy Agreement, to
the expansion of the Northwinds Facility for said purpose at the sole cost and
expense of Westgate, and to consent to any necessary modifications



 8
 









to
the Energy Agreement to permit said expansion as aforesaid; provided, however, that no such amendment shall
materially alter or modify the rights of Seller or modify the financial terms
pursuant to which service is provided to the Hotel/Casino Complex; and provided, further, that Seller’s obligations hereunder shall
be limited to whatever rights Seller currently has with respect to the “Music
Parcel” as defined in the Northwind Utility Agreement and the Energy Agreement;
and


(b)                                 To use commercially reasonable efforts
to cause Boulevard Invest, LLC to contribute its
excess capacity to Developer upon terms similar to paragraph (a)
above.  If the excess capacity from
Boulevard Invest, LLC is not made available to Developer by Seller as des­cribed
herein, after exhausting all commercially reas­onable efforts prior to
Deed Delivery, Developer shall
nevertheless proceed with Deed Delivery, in which event Seller’s sole
obligation shall be to continue to use commercially reasonable efforts to
secure such excess capacity of Boulevard Invest, LLC, until such time as
Developer notifies Seller that Developer has implemented an alternative energy
plan not involving the aforementioned excess capacity of Boulevard Invest, LLC.


Notwithstanding
the foregoing, in the event Seller requires the capacity provided to Developer,
Seller shall provide notice to Developer of such capacity need together with an
estimated date when such capacity will be needed by Seller.  Developer shall be obligated to take such
steps as are necessary, subject to approval by Northwinds, to provide for an
upgrade or expansion of the Northwinds Plant, or such other steps as shall be
sufficient to replace the capacity provided to Developer by Seller within the
time frame required by Seller.


16.          Management Termination.  If, at any time, Timeshare Unit
Vacancies avail­able for hotel use as provided herein are equal to or
fewer than twenty percent (20%) of the
aggregate number of keys in the Timeshare Property then completed, then
completed to date, then Manager may terminate the Timeshare Property Management
Agreement, attached as Exhibit 1, by
giving thirty (30) days notice of such
termination.


17.          Branding; Trademarks.


(a)           Developer must, and will cause the Association to, comply promptly and
fully with any and all directives and requirements of Seller with respect
to use and application of the Trademarks and the Brand Name as per the PHII
Licensing and Memorabilia Agreement (which was created pursuant to Section 10
of the TPA) and any and all other similar and/or corres­ponding agreements and
directives; the foregoing includes implementing and, as applicable, modifying
Developer’s and the Association’s implementation of applicable
Trademark materials and Brand materials from time to time to conform with the
licensor’s requirements thereunder.  Developer
must inform Seller within thirty (30) days
of any notice of default under or termination notice under the PHII Licensing
and Memorabilia Agreement and/or any and all other similar and/or corresponding
agreements and directives.


(b)           Developer must also conform the rooms and common areas in the Timeshare
Property to the visual and operational themes and concepts of the Hotel and
Casino.


(c)           Developer may not itself use the Trademarks or apply for international,
United States federal or state or territorial registration of any rights in the
Trademarks. Without Seller’s prior consent Developer may not use any of the
Trademarks as all or part of its legal name or any other trade or assumed name under which Developer does
business, and Developer discloses in any trade or assumed name filing that the Timeshare
Property is independently managed and



 9
 









that Developer has no
ownership rights in the Trademarks. 
Except as expressly permitted by Seller, Developer may not combine any
of the Trademarks with any other trademark service mark or logo.


(d)           Attached hereto as Exhibit 2
is the only logo currently approved by Seller for use in connection with the
Timeshare Property (the “Approved Logo”),
subject to subsection (e) below.  Developer agrees to immediately conform all
of its marketing efforts, with respect to both Timeshare Interval sales
and any other marketing related to the Timeshare Project, to the Ap­proved
Logo and to Seller’s requirements pertinent to the Brand Name and the
Trademarks. Seller reserves the right to revise the Approved Logo (as revised,
the “Revised Logo”), in which event
Developer shall conform the Timeshare Property and its marketing materials to
the Revised Logo.


(1)                               Those portions of any Revised Logo which
directly affect Developer’s marks or which directly affect the Timeshare
Property portion of the Approved Logo (e.g., the size or location of the phrase
“Towers by Westgate”) shall be subject to Developer’s approval, not to be
unreasonably withheld.


(2)                               Those portions of any Revised Logo which
arise from a change in Seller’s marks for reasons not solely related to the
Timeshare Property (e.g., a change in the font or phrasing or presentation of “ph”
or “Planet Hollywood” in the Revised Logo), and any portions of any Revised
Logo not described in clause (2)
above, shall be solely within the discretion of Seller.


Seller will
provide Developer sufficient advance notice of any Revised Logo so that
Developer has a reasonable opportunity to reduce inventory of such materials
and supplies utilizing any such previously Approved Logo and to otherwise alter
advertising and marketing programs to reflect such change.  Developer shall immediately cause all of its
marketing efforts with respect to both Timeshare Interval sales and any
other marketing related to the Timeshare Project to conform to the Revised
Logo.


(e)           Notwithstanding subsection (d) above,
the Approved Logo may be modified for use as large-scale signage on the
Timeshare Property, placed on upper floors and designed for visibility from
relatively long distances, provided that
any such modified logo, and its placement and arrangement, shall conform
substantially to the Approved Logo and shall, in each instance, be subject to
prior approval by Seller.


18.          Unit and Property Theming.  The TPA provides that the theming, design,
trade dress and operation of the Timeshare Project will be subject to Seller’s
approval, will be of a first class nature, and will be in keeping with the
Complex Standards.  Developer agrees to
conform to Seller’s requirements, in accord­ance with the foregoing, the
model unit currently in use in connection with sales and marketing of Timeshare
Units, and to ensure that all actual units will conform to Seller’s said
requirements.  All rooms and common areas in the Timeshare Property must
conform to and incorporate fully the visual and operational themes and concepts
of the Hotel and Casino.  Specifically,
but not in limitation, the art package in all Timeshare Units must include
Hollywood themed art and memorabilia specified by Seller and must not include
items which dilute said theming.  The
parties further acknowledge and agree that Seller has not approved the
aforesaid model unit, due to the Developer’s inclusion of an art package that
is not in conformance with and does not incorporate fully the visual and
operational themes and concepts of the Hotel and Casino as aforesaid.  Developer shall procure (from its own
suppliers in accordance with the TPA as modified and in accordance with the
Maintenance Agreement) and



 10
 









include, in the model unit and
in the Timeshare Units reasonable amounts of Hollywood-themed photos,
pictures and art acceptable to Seller in its reasonable discretion exercised in
accordance with the Complex Standards and the Operating Standard (as defined in
the Maintenance Agreement).


19.          Exclusivity.   Section 47 of the TPA is modified to
read as follows in pertinent part (modified text is emphasized):


47.          Exclusivity.  Until the first to occur of — (i) 100 Percent Sell-Out;
(ii) the exercise by Seller of its termination right in
Section 26(d), (iii) any uncured default by Seller or its related or
affiliated entities pursuant to the various agreements contemplated hereunder
(collectively, the “Termination Events”) — Developer and its affiliates will
not market, sell or contract for marketing or sale of timeshare interests in a
Westgate or any other timeshare product located on Las Vegas Boulevard.  The parties agree that the foregoing
restriction specifically excludes Westgate Flamingo Bay (to the extent owned by
Developer and/or its related and/or affiliated entities) (but the foregoing
exclusion does not affect or modify any other provisions of this Agreement
pertaining to Westgate Flamingo Bay; see Section 12).  The parties further agree that, commencing September 10, 2012, the foregoing
restriction shall be suspended for each year (see Section 4(d)) following
any year in which Developer achieves Net Interval Sales exceeding $100,000,000,
as verified by Seller in accordance with Section 4(f) (periodic reports, audits,
etc.) and related provisions hereof.


20.          VOA Rooms.  In addition to the Room Blocks provided for
in Section 16 of the TPA  and in
Section 9 of the Marketing and Leasing Agreement, Seller shall make
available to Developer an additional fifty (50) Room
Blocks in the Timeshare Property (the “VOA Room Blocks”) for
the sole purpose of Developer providing accommodations to purchasers who
execute Vacation Occupancy Agreements (the “try-it-before-you-buy-it” program),
provided that, for each VOA Room shall be booked and accounted for at a rate
equal to the higher of (i) seventy-five percent (75%)
of the Average Daily Rate (ADR) for the month of stay at the
Timeshare Property or (ii) the ADR for the month of stay at the Hotel and
Casino.


21.          Additional Sales Center Space.  If and when Developer has
reached capacity (in terms of the number of sales prospects which can be
accommodated), as verified by Seller in its reasonable discretion, in the Sales
Center under the Sales Center Lease referred to in Section 14 of the TPA
and in Section 10 of the Marketing and Leasing Agreement, Seller will in
good faith endeavor to identify and make available additional Sales Center
Space in the Hotel and Casino on terms comparable to said Sales Center Lease.


22.          Management Fee.  Clause (i) (“First”) in
Section 18(b) of the TPA is hereby amended to read in its entirety as
follows:


(i)                                    First, to pay the PHII License Fee, the Westgate
License Fee and any man­agement fee payable to any management company
(including but not limited to Affiliates of Manager and third-party
management companies); and


23.          Seller Approvals.  By accepting or approving
any­thing required to be observed, performed or fulfilled or to be given to
Seller pursuant to the TPA Documents, including (but not limited to) the
Convention Center Lease, Parent Guaranty, Completion Bond, Payment Bond and
Seller Development Documents, Seller shall not be deemed to have warranted or
represented the sufficiency, legality, effectiveness or legal effect of the
same, or of any term provision or condition



 11
 









thereof, and such acceptance or
approval thereof shall not be or constitute any warranty or representation with
respect thereto by Seller.


24.          Limitation on Parties’ Self-Help and
Equitable Remedies.  Notwithstanding
anything to the contrary in this Agreement or in the TPA or in the Maintenance
Agreement or in the Marketing and Leasing Agreement or in any other TPA
Document or in the Deed or in any other document or agreement, if there occurs
a dispute between or among the parties, or if there occurs a default or alleged
default under this Agreement or under the TPA or under the Mainten­ance
Agreement or under the Marketing and Leasing Agreement or under the Deed or
under any other TPA Document, then, until final resolution of said dispute or
event of default or alleged event of default via final and binding
adjudication, (i) no party shall avail itself of self-help remedies such
as withholding payment (other than authorized offsets such as in
Section 11.B of the Marketing and Leasing Agreement as modified hereby) or
seizure or otherwise, and (ii) no party shall avail itself of equitable
remedies except to prevent a party’s noncompliance with clause (i);
and (iii) all parties shall continue to pay and perform in accordance with
all applicable TPA Documents and other documents and agreements.


25.          Continuing Agreements; Entire Agreement; Partial Invalidity;
Modifications; Construction.  Except as expressly modified hereby, the
parties hereto ratify and confirm each and every pro­vision of the TPA and each
of the other TPA Documents as if the same were set forth herein.  This Modification Agreement and the other TPA
Documents are to be construed as comple­mentary.  However, in the event of an
irreconcilable conflict, this Modification Agree­ment shall control.  This Modification Agreement embodies the
entire understanding between the parties, and supersedes any and all prior
agreements and understandings, written or oral, formal or informal, regarding the
subject matter hereof.  Other than the
Exhibits and Schedules attached hereto (“Modification Documents”), there are no
other oral or written understandings, arrange­ments or agreements with respect
to the subject matter of this Modification Agreement.  In the event any term or pro­vision of this
Modification Agreement shall be held illegal, unenforceable or inoperative as a
matter of law, the remaining terms and provisions of this Modification
Agreement shall not be affected thereby, but each such term and provision shall
be valid and shall remain in full force and effect if the deletion of the
invalid provision shall not destroy the clear intent and purpose of this
Modification Agree­ment (or deprive either party of a material benefit
contemplated by this Modification Agreement). 
This Modification Agreement may not be modified orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.  This Modification Agreement shall not be
construed more strictly against one party than the other merely by virtue of
the fact that it may have been prepared by counsel for one of the parties.  The headings of various Sections in this
Modifica­tion Agreement are for convenience only and are not to be
utilized in construing the content or meaning of the sub­stantive provisions
hereof.  Each party acknowledges and
waives any claim contesting the existence and the adequacy of the consideration
given by the other in entering into this Mod­ification Agreement.  All recitals, Modification Documents, and
similar items referred to herein and attached or intended to be attached hereto
are incorporated into this Modification Agreement by reference as integral
parts of this Modification Agreement.


26.          Time of the Essence; Waivers; Extensions.  Time is of the essence with respect to this Modification
Agreement.  Whenever the time for
performance of any act here­under falls on a Saturday or Sunday or a
legal holiday in Orlando, Florida or Las Vegas, Nevada, such time shall be
ipso facto extended to the next Business
Day.  No waiver of any breach
of any agreement or provisions herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof or of any other
agreement or provisions herein contained. 
No



 12
 









extension of time for performance of any obligations
or acts shall be deemed an extension of the time for perform­ance of
any other obligations or acts.


27.          Counterparts; Faxed Signatures;
etc.  This Modification Agreement may be executed in counterparts and/or
via use of multiple signature pages, each of which shall be deemed an
original.  It shall not be necessary that
all signatures of all parties, or that all signatures necessary to bind any
party, appear on the same counterpart or signature page.  Signatures hereon transmitted via
telefacsimile (fax) or similar means, in accordance with the notice
procedures in the TPA, shall be valid and binding on all parties so
transmitting.


28.          Further Assurances.  Each party, at any time, and from time to time, shall deliver to the
other party such additional and other documents and agreements, and shall do
and perform such other matters, as the other party may reasonably request,
to fully effect the purposes of this Modification Agreement.


[END OF PAGE.]



 13
 









IN
WITNESS WHEREOF, the parties have executed this Modification
Agreement, effective for all purposes as of the Effective Date set forth on the
first page hereof.


	
  

  	
  Seller:

  	
  TSP OWNER,
  L.L.C.,

  	 

	
   

  	
   

  	
  a Delaware
  limited liability company

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Print:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Developer:

  	
  WESTGATE RESORTS, LTD.,

  	 

	
   

  	
   

  	
  a Florida
  limited partnership

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Print:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  WESTGATE
  PLANET HOLLYWOOD LAS

  VEGAS, LLC, a Florida limited liability company

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Print:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
   

  	 

							



 


The undersigned join in the foregoing Agreement
solely for the purpose of consenting to the pro­visions of the TPA, as modified
hereby, in their capacities as owner and operator, respectively, of the
Hotel/Casino Property.


	
  PH FEE OWNER, L.L.C.,

  a Delaware limited liability company

  	
   

  	
  OPBIZ, L.L.C.,

  a Nevada limited liability company

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print:

  	
   

  	
   

  	
   

  	
  Print:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


	
  Exhibits & Schedules:

  
	
   

  
	
  Schedule 9(e)

  	
   

  	
  Development Documents

  
	
  Schedule 9(n)

  	
   

  	
  Completion Bond

  
	
  Schedule 3(d)

  	
   

  	
  Payment Bond

  
	
  Schedule 9(q)

  	
   

  	
  Developer Financing
  Documents

  
	
  Exhibit 1

  	
   

  	
  Timeshare Property
  Management Agreement

  
	
  Exhibit 2

  	
   

  	
  Approved Logo

  
	
  Exhibit 3

  	
   

  	
  Reversion Rider

  



 



 14















Schedule 9(e)


Development Documents


















Schedule
9(n)


Completion
Bond


Bond No.

Premium


Know All Men By
These Presents,  that
we, Westgate Planet Hollywood Las Vegas, LLC, a Florida limited liability company
as Principal, and
                                                                                                         ,
a corporation organized under the laws of the State of Nevada, and authorized
to transact the business of surety in the State of Nevada as Surety, are held
and firmly bound unto Planet Hollywood Towers by Westgate Condominium Owners
Association, Inc., (hereinafter referred to as Obligee), in the penal sum of
TWO HUNDRED MILLION AND 00/100 DOLLARS ($200,000,000.00) for which sum, well
and truly to be paid, we bind ourselves, our heirs, administrators, successors
and assigns, jointly and severally, firmly by these presents.


This bond is given
pursuant to Section 119A.340 of the Nevada Revised Statutes to assure lien-free
completion of the improvements described in Principal’s “Planned Construction
Statement,” a copy of which is attached hereto and incorporated herein by
reference, for the timeshare plan known as Planet Hollywood Towers by Westgate,
a Vacation Ownership Resort, situated in the County of Clark, State of Nevada.


Surety, for value
received, hereby agrees that the matters set forth in Nevada law which might
release the Surety pursuant to law, shall not in any way release Surety from
the obligation of this bond or reduce Surety’s obligation thereunder.


Surety, for value
received, does hereby waive the right granted to Surety under Nevada law to
require that Obligee proceed independently against Principal to enforce this
obligation, but reserves to itself any right under said Nevada law to require
that Obligee proceed jointly against Principal and Surety in any such action.


The condition of this
obligation is such that if Principal shall complete or cause to be completed
said improvements free of liens and claims on or before the latest completion
date specified in said “Planned Construction Statement,” or an extension thereof
given in writing by Obligee to Principal and assented to in writing by Surety,
then this obligation shall be null and void; otherwise, it shall remain in full
force and effect.


This obligation may be
reduced from time to time proportionate to the percentage of the covered
improvements which have been completed, upon presentation to the Surety and
Obligee of a statement of an architect or engineer familiar with the project
certifying the percentage completion of the improvements.


A suit or action on this
bond must be filed within two years after the latest completion date set forth
in the “Planned Construction Statement” or any extension thereof given in
writing by Obligee to Principal and assented to in writing by Surety.


The terms, conditions and
coverage of this bond have been approved by the State of Nevada, Real Estate
Division, Projects Registration Section.


In Witness Whereof, Principal and Surety
have caused these presents to be duly Signed and sealed this        day
of                  ,2007.


 




	
  

  	
   

  	
   

  	
   

  
	
  Signature of
  Principal

  	
  Signature of Surety

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Westgate Planet
  Hollywood Las

  	
   

  	
   

  
	
  Vegas, LLC,
  Westgate Resorts, Inc.,

  	
   

  
	
  Manager, David
  A. Siegel, President

  	
   

  
							






 


Note:      Bond must bear corporate
seal of Surety.  If name or state and
date of incorporation are specified in seal, Surety’s signature need not bear
Notary’s acknowledgment.  Otherwise,
Notary’s acknowledgment is required.

G:\JSC\Out of State Timeshare\10918 Westgate Planet Hollywood\Bonds\Completion Bond.doc













 


	
  State of California

  

  Planned
  Construction Statement

  

  RE 611A (Rev. 7/00)

  	
   

  	
  Department
  of Real Estate

  Subdivisions

  

  Read instructions on reverse

  side before completing.

  



 


	
  Size or

  Quantity

  	
   

  	
  Description and Location

  (include type of construction, materials, electrical and mechanical

  features, as well as common area lot number/letter)

  	
   

  	
  Cost

  Estimate

  	
   

  	
  Percent

  Complete

  	
   

  	
  Estimated

  Completion

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General Conditions

  	
   

  	
  $

  	
  8,000,000

  	
   

  	
  0

  	
   

  	
  8/25/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cranes

  	
   

  	
  $

  	
  2,666,667

  	
   

  	
  0

  	
   

  	
  8/6/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Concrete

  	
   

  	
  $

  	
  16,000,000

  	
   

  	
  0

  	
   

  	
  8/6/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reinforcing

  	
   

  	
  $

  	
  10,044,444

  	
   

  	
  0

  	
   

  	
  8/6/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Masonry

  	
   

  	
  $

  	
  625,896

  	
   

  	
  0

  	
   

  	
  8/6/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Steel

  	
   

  	
  $

  	
  5,029,377

  	
   

  	
  0

  	
   

  	
  8/6/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Millwork

  	
   

  	
  $

  	
  1,511,111

  	
   

  	
  0

  	
   

  	
  2/18//09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thermal and Moisture Protection

  	
   

  	
  $

  	
  1,299,146

  	
   

  	
  0

  	
   

  	
  11/10/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Doors, Frames and Hardware

  	
   

  	
  $

  	
  3,644,444

  	
   

  	
  0

  	
   

  	
  3/12/09

  	
   

  



 



 2
 









 


	
  State of California

  

  Planned
  Construction Statement

  

  RE 611A (Rev. 7/00)

  	
   

  	
  Department
  of Real Estate

  Subdivisions

  

  Read instructions on reverse

  side before completing.

  



 


	
  Size or

  Quantity

  	
   

  	
  Description and Location

  (include type of construction, materials, electrical and mechanical

  features, as well as common area lot number/letter)

  	
   

  	
  Cost

  Estimate

  	
   

  	
  Percent

  Complete

  	
   

  	
  Estimated

  Completion

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Glass and Glazing,
  including exterior curtain wall

  	
   

  	
  $

  	
  25,048,345

  	
   

  	
  0

  	
   

  	
  11/10/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carpet and Resilient
  Flooring

  	
   

  	
  $

  	
  800,000

  	
   

  	
  0

  	
   

  	
  4/9/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Painting

  	
   

  	
  $

  	
  2,044,444

  	
   

  	
  0

  	
   

  	
  3/12/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Drywall and Ceilings

  	
   

  	
  $

  	
  16,605,005

  	
   

  	
  0

  	
   

  	
  2/20/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tile and Stonework

  	
   

  	
  $

  	
  8,243,533

  	
   

  	
  0

  	
   

  	
  3/26/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Specialty Hardware and Equipment

  	
   

  	
  $

  	
  177,778

  	
   

  	
  0

  	
   

  	
  3/26/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Window Washing Davit Bases

  	
   

  	
  $

  	
  44,444

  	
   

  	
  0

  	
   

  	
  11/10/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fireprotection

  	
   

  	
  $

  	
  3,852,306

  	
   

  	
  0

  	
   

  	
  5/20/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Elevators/Escalators

  	
   

  	
  $

  	
  10,541,333

  	
   

  	
  0

  	
   

  	
  10/15/08

  	
   

  



 



 3
 









 


	
  State of California

  

  Planned
  Construction Statement

  

  RE 611A (Rev. 7/00)

  	
   

  	
  Department
  of Real Estate

  Subdivisions

  

  Read instructions on reverse

  side before completing.

  



 


	
  Size or

  Quantity

  	
   

  	
  Description and Location

  (include type of construction, materials, electrical and mechanical

  features, as well as common area lot number/letter)

  	
   

  	
  Cost

  Estimate

  	
   

  	
  Percent

  Complete

  	
   

  	
  Estimated

  Completion

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Trash and Linen Chutes

  	
   

  	
  $

  	
  88,889

  	
   

  	
  0

  	
   

  	
  10/15/08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mechanical and Plumbing

  	
   

  	
  $

  	
  30,306,925

  	
   

  	
  0

  	
   

  	
  2/18/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Electrical

  	
   

  	
  $

  	
  33,116,022

  	
   

  	
  0

  	
   

  	
  2/18/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contingency - 5%

  	
   

  	
  $

  	
  8,984,505

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contractors Fee - 6%

  	
   

  	
  $

  	
  10,781,406

  	
   

  	
  0

  	
   

  	
  8/26/09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Cost

  	
   

  	
  $

  	
  199,456,022

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Project to be
  constructed to the following codes: 2000 Int’l Building Code, National
  Electric Code 2002, Uniform Mechanical & Plumbing Code & Int’l Fire
  Code 2000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


This Planned Construction
Statement and the Bond to which it is attached cover only 250 residential units
in Phase 1 and specifically excludes the structure and the shell from the third
floor down to the bottom.  Furthermore,
the Bond shall not be deemed effective until the structure and the shell from
the third floor down to the bottom have been certified as complete by a
licensed architect or general contractor.


 



 4















Schedule 3(d)


TIMESHARE ADVANCE AND MARKETING FEE


Payment
Bond


Bond No.                                         


KNOW ALL BY THESE
PRESENTS


That we, Westgate Resorts, Ltd., as principal, and Liberty Mutual Insurance Company, a
corporation duly organized and existing under and by virtue of the laws of the
State of Massachusetts, as Surety, are held and firmly bound unto OpBiz,
L.L.C., a Nevada limited liability company (“OpBiz”), as Obligee, in the sum of
Six Million and 00/100 Dollars
($6,000,000.00), lawful money of the United States of America, for
which payment well and truly to be made, we bind ourselves, our heirs,
executors, jointly and severally, firmly by these presents.


WHEREAS, the said
Principal and said Obligee have entered into a Timeshare Purchase Agreement, dated December 10, 2004, as
amended/affected by Modification Agreement dated                 ,
2007 (collectively, the “Agreement”),
which Agreement which is made a part hereof and incorporated herein by
reference, except that nothing said therein shall alter, enlarge, expand or
otherwise modify the term of the bond as set out below, and


WHEREAS, the
Agreement provides for, among other things, payment by the Principal to the
Obligee of Timeshare Advances and Marketing Fees from time to time as provided
in the Agreement.


NOW, THEREFORE,
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall timely
and faithfully make all Timeshare Advance and Marketing Fee payments as
required under said Agreement (the “Obligations”), then this obligation shall
be null and void, otherwise to remain in full force and effect.


PROVIDED, HOWEVER,
THAT THIS BOND IS EXECUTED BY THE PRINCIPAL AND SURETY AND ACCEPTED BY THE
OBLIGEE SUBJECT TO THE FOLLOWING EXPRESS CONDITIONS:


1.               The
term of this bond shall be from the date hereof to                             , 2008, subject to continuation by an
annual extension certificate.  Surety
shall provide notice of nonrenewal to Obligee at least sixty (60) days prior to the end of the
term then in effect.


2.               The
liability of the Surety under this bond shall not be cumulative and shall in no
event exceed the amount as set forth in this bond or in any additions, riders,
or endorsements properly issued by the Surety as supplements thereto.


3.               It
is understood and agreed that the obligation of the Surety may be terminated by
the Surety by giving sixty (60) days
advance written notice to the Obligee. 
However, neither cancellation  or
nonrenewal by Surety, nor the failure or inability of the Principal to file a
replacement bond in the event of cancellation or nonrenewal shall itself
constitute a loss to the Obligee recoverable under this bond or any renewal or
continuation thereof.


4.               This
Bond is irrevocable during the term hereof and, subject to a default by
Principal of its Obligations, shall be unconditional.


SIGNED, SEALED AND DATED THIS           
day of                         ,
20      .


	
  

  	
   

  	
  WESTGATE RESORTS, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted by:

  	
   

  	
  LIBERTY MUTUAL INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  
	
  OpBiz,
  L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
  3667 Las Vegas
  Blvd, South

  	
   

  	
   

  	
   

  	
   

  
	
  Las Vegas, NV
  89109

  	
   

  	
   

  
									



 













Schedule 9(q)


Developer Financing Documents


I.
SCHEDULE OF CONSTRUCTION LOAN DOCUMENTS


by and between:


Residential
Funding Company, LLC as Administrative Agent and Lender, Dorfinco Corporation
as Lender, Westgate Planet Hollywood Las Vegas, LLC as Borrower, and Westgate
Resorts, Ltd., Westgate Resorts, Inc., Central Florida Investments, Inc., the
David A. Siegel Revocable Trust, and David A. Siegel, as Guarantors, jointly
and severally


1.                                       Construction
Loan Agreement


2.                                       $400,000,000.00
Secured Promissory Note


3.                                       Deed
of Trust, Security Agreement, Assignment of Leases, Rents and Profits and
Fixture Filing


4.                                       Full
Guaranty


5.                                       Assignment
of Construction Items


6.                                       Assignment
of Contracts, Licenses, Permits and Other Intangibles (w/consents)


7.                                       Assignment
of Management Agreement


8.                                       Agreement
and Consent to Assignment of Construction Items (General Contractor, Architect
& Engineer)


9.                                       Hazardous
Substances Remediation and Indemnification Agreement


10.                                 Notice
of Commencement


11.                                 UCC
Financing Statements (FL & NV)


12.                                 Post-Closing
Assurances Agreement


13.                                 Closing
Certificates and Minutes of Resolutions


14.                                 Other
Ancillary Closing Documents.


II.
SCHEDULE OF RECEIVABLES LOAN DOCUMENTS


by and between:


Westgate
Planet Hollywood Las Vegas, LLC, as Borrower, and Dorfinco Corporation as
Lender


1.                                       Loan
and Security Agreement


2.                                       Secured
Promissory Note (Receivables Facility)


3.                                       Secured
Promissory Note (Presales Facility)


4.                                       Guaranty
and Subordination Agreement


5.                                       Limited
and Conditional Guaranty and Subordination Agreement


6.                                       Affiliate
Subordination Agreement


7.                                       Assignment
of Timeshare Receivables


8.                                       Assignment
of Presales


9.                                       Presales
Custodial and Escrow Agreement


10.                                 Presales
Certification and Checklist













11.                                 Lockbox
Agreement


12.                                 Deposit
Account Agreement


13.                                 UCC
Financing Statement


14.                                 Post-Closing
Assurances Agreement


15.                                 Closing
Certificates and Minutes of Resolutions


16.                                 Other
Ancillary Documents


Loan and
Security Agreement between Residential Funding Corporation and Westgate
Vacation Villas, Westgate Lakes, Westgate Towers, Westgate Flamingo Bay,
Westgate Resorts & Westgate South Beach


1.                                       Loan
and Security Agreement between Residential Funding Corporation and Westgate
Vacation Villas, Westgate Lakes, Westgate Towers, Westgate Flamingo Bay,
Westgate Resorts & Westgate South Beach dated November 30, 2002


2.                                       Secured
Promissory Note (Receivable Facility)


3.                                       Guaranty
and Subordination Agreement


4.                                       Affiliate
Subordination Agreement


5.                                       Assignment
of Timeshare Receivables


6.                                       Lockbox
Agreement


7.                                       UCC
Financing Statement


III.
SCHEDULE OF OTHER AGREEMENTS PERTAINING TO DEVELOPER’S DEVELOPMENT AND
CONSTRUCTION


1.                                       Tutor
Saliba Corporation Construction Agreement; between Westgate Planet Hollywood
Las Vegas, LLC and Tutor Saliba Corporation, dated January 22, 2007













Exhibit
1


Timeshare
Property Management Agreement













Exhibit
2


Approved
Logo
















Exhibit 3


REVERSION RIDER


The Reversion Parcels identified on Exhibit “3”
and Exhibit “4” of the Grant, Bargain
and Sale Deed and incorporated herein (hereinafter “Reversion Parcel 1” and “Reversion
Parcel 2”, respectively) are subject to the provisions of this Exhibit “5” of the Grant, Bargain
and Sale Deed.


 If the Grantee does not timely
commence construction of the improvements to be placed upon Reversion Parcel 1
and Reversion Parcel 2 in accordance with the terms set forth in this Exhibit “5”, then each of Reversion
Parcel 1 and Reversion Parcel 2, respectively, shall revert to the Seller as
set forth herein or, in the alternative at Seller’s election, a perpetual
easement upon Reversion Parcel 1 and Reversion Parcel 2. The reversion of
either Reversion Parcel 1 and/or Reversion Parcel 2 shall be at no cost to
Seller. Further, Seller shall have full right, title and authority to receive,
retain, use and modify any and/or all of Developer’s plans, and shall have all
of the rights of Developer in and to any and all construction contracts,
subcontracts, architect agreements and similar and related documents and
agreements pertinent to the Timeshare Project or any part thereof in the
reversion of either Reversion Parcel 1 and/or Reversion Parcel 2.  Further, Grantee acknowledges that in the
event of a reversion of Reversion Parcel 1 as set forth herein, Reversion
Parcel 2 shall also revert to Grantor.


I.                                         REVERSION PARCEL 1


(A)                              Triggering Event. 
Grantor and Grantee agree that once the revenue generated from the
unsold Timeshare Units within Phase 1 of the Timeshare Project exceeds:


(1)                                  the maintenance fees owed in connection
therewith; and


(2)                                  Operating Costs; and


(3)                                  the current interest expense then due on any
construction financing owed by Developer relative thereto


(the
“Reversion Parcel 1 Commencement Triggering Event”)


Grantor
shall send written notice to Grantee (the “Reversion Parcel 1 Triggering Notice”)
notifying Grantee that they have sixty (60) days to submit plans and
specifications to all applicable governmental agencies relative to the
construction of Phase Two and then Developer shall be required to commence
construction of Phase Two not later than thirty (30) days following receipt of
the last of all permits and approvals necessary to construct same. In the event
Grantee fails to timely satisfy the requirements set forth in the preceding
sentence, Reversion Parcel 1 and Reversion Parcel 2 shall revert to Grantor.


(B)                                Termination of Right of Reversion
as to Reversion Parcel 1 and Reversion Parcel 2. The foregoing right of reversion with
respect to Reversion Parcel 1 shall automatically terminate with respect to
Reversion Parcel 1 at such time that:


(1)                                 Grantee has provided Grantor satisfactory
evidence that Phase Two consist of at least two hundred fifty (250) Timeshare
Units in one building and completes Grantee’s













construction obligations
concerning the Timeshare Project, including Minimum Project Density.


(2)                                  the Grantee has provided evidence of delivery
to the State of Nevada of the completion bond(s) required pursuant to that
certain Timeshare Purchase Agreement dated December 10, 2004, as amended and
modified by that certain Modification Agreement Regarding Timeshare Purchase
Agreement dated         , 2007
(collectively, the “TPA”) and has provided to Grantor the Parent Guaranty, as
provided in Section 9(n) of the TPA with
respect to the construction of Phase Two.


(3)                                  Developer shall have commenced construction
of Phase Two upon Reversion Parcel 1.


Upon the occurrence of the foregoing Items 1 through 3 of this Section
I(B), the right of reversion as to Reversion Parcel 1 shall terminate. Grantor
shall, upon request of Grantee, execute and cause to be recorded among the
Clark County, Nevada land records, at Grantee’s expense, a notice of said
termination (“Termination of Reversion”) in form and substance satisfactory to
Grantor and Grantee in their reasonable discretion.  Said notice shall include a legal description
for Reversion Parcel 1.  Thereupon, the
possibility of reversion as to Reversion Parcel 1, described herein, shall
terminate and be null and void as to the property so described.


(C)                                Limitations on Grantor in the
Event of Reversion.  In the event of a reversion of Reversion
Parcel 1 and Reversion Parcel 2 to Grantor, Grantor agrees as follows:


(1)                                  Until the occurrence of a Fully Sold Project,
to the extent of Timeshare Units in the portion of the Timeshare Project
actually completed by Grantee,


(A)                              Phase Two and any subsequent phase shall not be developed or marketed
as timeshares, and appropriate provisions shall be mutually negotiated relating
to non-competition and interference with Grantee’s timeshare sales and
marketing efforts in the portion of the Timeshare Project actually constructed
by Grantee; and


(B)                                all applicable provisions of the TPA Agreement – including but not
limited to provisions concerning marketing fees, marketing locations,
exclusivity, Vacation Rentals, Maintenance Agreements and easements – shall
continue in full force and effect;


provided that the foregoing shall not limit or
otherwise affect Grantor’s activities with respect to anything other than
Timeshare Units; and


(2)                                  After occurrence of a Fully Sold Project to
the extent of Timeshare Units in the portion of the Timeshare Project actually
completed by Grantee, Grantor may develop and/or sell Phase Two and any
subsequent phases of the Timeshare Project without regard to the aforesaid
limitations, including but not limited to a competing timeshare project and/or
a competing timeshare developer.


(D)                               Reversion/Termination of Rights.  If
there is a reversion of Reversion Parcel 1 and Reversion Parcel 2 pursuant to
this Section I of this REVERSION RIDER,
all right, title and interest of Grantee with respect to Reversion Parcel
1 and Reversion Property 2 under the TPA, and all right, title and
interest of Grantee with respect to the Reversion Property under all other
applicable Timeshare Development Documents, shall immediately terminate; and
Grantee shall execute, seal, acknowledge and deliver such instruments of
conveyance and such other













documents
and agreements as may be necessary or appropriate to confirm said termination
and complete said reversion.


II.                                     REVERSION PARCEL 2


(A)                              Triggering Event. 
Grantor and Grantee
agree that once the revenue generated from the unsold Timeshare Units within
Phase Two exceeds:


(1)                                  the maintenance fees owed in connection
therewith; and


(2)                                  Operating Costs; and


(3)                                  the current interest expense then due on any
construction financing owed by Developer relative thereto


(the
“Reversion Parcel 2 Commencement Triggering Event”)


Grantor
shall send written notice to Grantee (the “Reversion Parcel 2 Triggering Notice”)
notifying Grantee that they have sixty (60) days to submit plans and
specifications to all applicable governmental agencies relative to the
construction of Phase Three and then Developer shall be required to commence
construction of Phase Three not later than thirty (30) days following receipt
of the last of all permits and approvals necessary to construct same. In the
event Grantee fails to timely satisfy the requirements set forth in the
preceding sentence or in the event that the construction of Phase 3 is not
commenced by Grantee on or before November 21, 2013, Reversion Parcel 2 shall
revert to Grantor.


(B)                                Termination of Right of Reversion
as to Reversion Parcel
2. The foregoing right of
reversion with respect to Reversion Parcel 2 shall automatically terminate with
respect to Reversion Parcel 2  at such
time that:


(1)          Grantee has provided Grantor satisfactory evidence that Phase Three
consists of at least 250 Timeshare Units in one building and completes Grantee’s
construction obligations concerning the Timeshare Project, including Minimum
Project Density.


(2)          the Grantee has provided evidence of delivery to the State of Nevada of
the completion bond(s) required pursuant to that certain Timeshare Purchase
Agreement dated December 10, 2004, as amended and modified by that certain
Modification Agreement Regarding Timeshare Purchase Agreement dated        ,
2007 (collectively, the “TPA”) and has provided to Grantor the Parent Guaranty,
as provided in Section 9(n) of the TPA with
respect to the construction of Phase Three.


(3)          Developer shall have commenced construction of Phase Three upon
Reversion Parcel 2.


Upon
the occurrence of the foregoing Items 1 through 3 of this Section II(B), the
right of reversion as to Reversion Parcel 2 shall terminate. Grantor shall,
upon request of Grantee, execute and cause to be recorded among the Clark
County, Nevada land records, at Grantee’s expense, a notice of said termination
(“Termination of Reversion”) in form and substance satisfactory to Grantor and
Grantee in their reasonable discretion. 
Said notice shall include a legal description for Reversion Parcel
2.  Thereupon, the possibility of
reversion as to Reversion Parcel 2, described herein, shall terminate and be
null and void as to the property so described.













(C)                                Limitations on Grantor in the
Event of Reversion.  In the event of a reversion of Reversion
Parcel 2 to Grantor, Grantor agrees as follows:


(1)                                  Until the occurrence of a Fully Sold Project,
to the extent of Timeshare Units in the portion of the Timeshare Project
actually completed by Grantee,


(A)                               Phase Three and any subsequent phase shall
not be developed or marketed as timeshares, and appropriate provisions shall be
mutually negotiated relating to non-competition and interference with Grantee’s
timeshare sales and marketing efforts in the portion of the Timeshare Project
actually constructed by Grantee; and


(B)                                all applicable provisions of the TPA
Agreement – including but not limited to provisions concerning marketing fees,
marketing locations, exclusivity, Vacation Rentals, Maintenance Agreements and
easements – shall continue in full force and effect;


provided that the foregoing shall not limit or
otherwise affect Grantor’s activities with respect to anything other than
Timeshare Units; and


(2)                                  After occurrence of a Fully Sold Project to
the extent of Timeshare Units in the portion of the Timeshare Project actually
completed by Grantee, Grantor may develop and/or sell Phase Three and any
subsequent phases of the Timeshare Project without regard to the aforesaid
limitations, including but not limited to a competing timeshare project and/or
a competing timeshare developer.


(D)                               Reversion/Termination of Rights, 
If there is a
reversion of Reversion Parcel 2 pursuant to this Section II of this REVERSION RIDER, all right, title and interest
of Grantee with respect to Reversion Parcel 1 and Reversion Property 2
under the TPA, and all right, title and inter­est of Grantee with respect
to the Reversion Property under all other applicable Timeshare Development
Documents, shall immediately terminate; and Grantee shall execute, seal,
acknowledge and deliver such instruments of conveyance and such other documents
and agreements as may be necessary or appropriate to confirm said termination
and complete said reversion.


III.                                 ASSIGNMENT TO PREVENT REVERSION
OF REVERSION PARCEL 1 AND/OR REVERSION PARCEL 2


(A)                              In order to prevent a reversion of either
Reversion Parcel 1 and/or Reversion Parcel 2 as contemplated herein, Grantee’s
rights to develop the Timeshare Property (or applicable portion) may be
assigned, such assignment and assignee subject to the prior approval of the
Grantor in its reasonable discretion, such approval not to be unreasonably
withheld, conditioned or delayed.  In the
event of an assignment pursuant to this Paragraph III(A) of this Reversion
Rider (Exhibit “5”):


(i)                                     The assignee shall in writing assume all of
the obligations of the Grantee under the TPA, the Timeshare Development
Agreements and all other applicable docu­ments and agreements; and, with
respect to the portion of the Timeshare Property so assigned, Grantor shall
remain bound by all applicable provisions of the TPA and this Agreement,
including but not limited to provisions concerning marketing locations, exclusivity,
management rentals and easements; and













(ii)                                  Grantee shall be and remain liable for any
and all acts and omissions, and all events and circumstances, occurring or
arising on or prior to the effective date of the assignment; and


(iii)                               With respect to the portion of the Timeshare Property so assigned, the
assignee shall be liable for any and all acts and omissions, and all events and
circumstances, occurring or arising after the effective date of the assignment;
and


(iv)                              With respect to the TPA and the other Timeshare Development Documents,
including but not limited to the Marketing and Leasing Agreement,


(a)                                  the Grantee and the assignee, to the extent
of their respective interests in the Timeshare Property, shall be severally
responsible for compliance with all applicable obligations owed to the Grantor,
pro rata in accordance with their respective interests in the Timeshare
Property, or on such other basis as may agreed upon in writing among the
Grantee, the assignee and the Grantor; and


(b)                                 all of the Grantor’s applicable obligations
shall be owed to both the Grantee and the assignee, pro rata in accordance with
their respective interests in the Timeshare Property, or on such other basis as
may agreed upon in writing among the Grantee, the assignee and the Grantor; and


(v)                                 Thereupon, the Grantee shall be released from
liability hereunder with respect to the interests so assigned, subject to
Section III(A)(ii) above.


IV.                              ADVANCE WORK


Grantor
and Grantee acknowledge that as of the date hereof, Grantee has satisfied all
obligations to commence construction with respect to Phase 1 of the Timeshare
Project by completing, among other thing, certain advance work. This advance
work consists of:


(C)                                footers which underpin or will underpin all
three (3) phases of the Timeshare Project (collectively, the “Footers”); and


(D)                               four (4) levels of infrastructure, lobby,
support space, public space and swimming pool(s), all of which apply or
will apply to Phase 1 and Phase 2 of the Timeshare Project
(collectively, the “Podium”).


Notwithstanding
Section 9(f) and Section 9(g) of the TPA or anything contained in
this REVERSION RIDER to the contrary,
commencement or completion of the Footers and/or the Podium will not, of
itself/themselves, affect the require­ments in the TPA for commencement or
completion of any Phase of the Timeshare Project after commencement of
Phase 1 or any requirement set forth in Items I or II above.  Commencement or completion of the Footers
and/or the Podium shall not be construed to constitute commencement of any
Phase of the Timeshare Project after Phase 1.


V.                                    EASEMENT AND SHARED USE AGREEMENT


In the event of a reversion of Reversion Parcel 1 and/or Reversion
Parcel 2 as set forth in Sections I or II above, then:













(A)                              the Grantee shall be forever obligated to provide and maintain support
to Reversion Parcel 1 and Reversion Parcel 2, as the case may be; and


(B)                                there is hereby granted to the Grantor and its successors and assigns,
pursuant to the provisions of Exhibit “6” attached hereto, which agreement
shall be effective upon the occurrence of a reversion of either Reversion
Parcel 1 and/or Reversion Parcel 2 as set forth herein, wherein Grantor and
its/their invitees, shall have a perpetual easement for access to, upon and
within the Footers and the Podium, all as more particularly set forth therein.


ANY AND ALL TERMS NOT
SPECIFICALLY DEFINED IN THIS EXHIBIT “5” SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN THE TPA (AS MODIFIED).