PROJECT SALE, THE TIMESHARE
PROJECT SHALL NOT INCLUDE ANY HOTEL, CASINO, ENTERTAINMENT OR OTHER COMPONENT
THAT WOULD DIRECTLY OR INDIRECTLY COMPETE WITH ANY MATERIAL PORTION OF THE
PROPERTY, OR OTHERWISE REASONABLY BE EXPECTED TO RESULT IN ANY DECREASE IN
EXPECTED REVENUES ARISING THEREFROM IN ANY MATERIAL RESPECT, UNLESS SUCH
COMPETING COMPONENT IS OPERATED BY AND FOR THE BENEFIT OF BORROWER AND THE
PROCEEDS AND ALL REVENUES ARISING THEREFROM ARE PAYABLE TO BORROWER FOR ITS OWN
ACCOUNT AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF LENDER PURSUANT TO
THE LOAN DOCUMENTS;
(VI)
EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE, WITH RESPECT TO
ANY MATERIAL TIMESHARE PROJECT DOCUMENT TO WHICH BORROWER, TSP OWNER OR ANY
AFFILIATE THEREOF IS A PARTY OR BENEFICIARY OR IS OTHERWISE DIRECTLY OR
INDIRECTLY BOUND, LENDER SHALL HAVE RECEIVED A WRITTEN ACKNOWLEDGMENT IN FORM
AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO LENDER FROM EACH COUNTERPARTY TO EACH SUCH TIMESHARE PROJECT
DOCUMENT (OTHER THAN BORROWER, TSP OWNER OR ANY AFFILIATE) CONFIRMING THAT: (I)
SUCH COUNTERPARTY IS AWARE OF THE EXISTENCE OF THE LOAN AND THE SECURITY
INTERESTS AND OTHER RIGHTS OF LENDER UNDER THE LOAN DOCUMENTS, (II) ANY
FORECLOSURE OR OTHER SIMILAR ACTION BY LENDER UNDER ANY OF THE LOAN DOCUMENTS
WILL NOT RESULT IN A BREACH OF THE TERMS OF THE TIMESHARE PROJECT DOCUMENT(S)
APPLICABLE TO SUCH COUNTERPARTY OR OTHERWISE ENTITLE SUCH COUNTERPARTY TO
TERMINATE THE SAME OR EXERCISE ANY OTHER REMEDIES THEREUNDER, AND (III) IN THE
EVENT THAT LENDER SHALL FORECLOSE ON ALL OR ANY PORTION OF THE COLLATERAL, SUCH
PARTY SHALL RECOGNIZE LENDER AS SUCCESSOR IN INTEREST TO BORROWER THEREUNDER AND
SHALL ACCEPT PERFORMANCE BY LENDER THEREUNDER;
(VII)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND THEN BE CONTINUING;
(VIII)
LENDER SHALL HAVE THE BENEFIT OF A FULLY ENFORCEABLE FIRST
PRIORITY SECURITY INTEREST IN ANY TIMESHARE PROJECT DOCUMENT TO WHICH BORROWER
OR TSP OWNER IS A PARTY ANY AND ALL TIMESHARE PROJECT PROCEEDS;
(IX)
EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE OR SCHEDULE X
PROJECT, LENDER SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS, DOCUMENTS
AND INFORMATION IN CONNECTION WITH THE APPLICABLE TIMESHARE PROJECT AND
TIMESHARE PROJECT DOCUMENTS AS MAY BE REQUESTED BY THE RATING AGENCIES IF THE
LOAN IS PART OFF SECURITIZATION, OR IF ANY PORTION OF THE LOAN IS NOT PART OF A
SECURITIZATION, AS REASONABLY REQUESTED BY THE HOLDER OF SUCH PORTION APPLYING
THE REQUIREMENTS OF LENDER; AND
(X)
BORROWER SHALL HAVE PAID OR REIMBURSED LENDER FOR ALL
OUT-OF-POCKET COSTS AND EXPENSES ACTUALLY INCURRED BY LENDER (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL) IN CONNECTION
WITH THE FOREGOING AND BORROWER SHALL HAVE PAID ALL RECORDING CHARGES, FILING
FEES, TAXES OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, MORTGAGE AND
INTANGIBLES TAXES AND DOCUMENTARY STAMP TAXES) PAYABLE IN CONNECTION THEREWITH;
AND
(C)
EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE, LENDER'S PRIOR
APPROVAL SHALL BE REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY BY
BORROWER, TSP OWNER OR ANY AFFILIATE THEREOF OF ANY MATERIAL TIMESHARE