HEREINAFTER PROVIDED, BORROWER SHALL KEEP
ALL PERSONAL PROPERTY INCORPORATED IN THE PROJECT FREE OF ALL LIENS,
ENCUMBRANCES AND SECURITY INTERESTS, OTHER THAN THE LIENS, ENCUMBRANCES AND
SECURITY INTERESTS IN FAVOR OF LENDER CREATED BY THE LOAN DOCUMENTS.
PRIOR TO
COMPLETION OF THE IMPROVEMENTS, BORROWER SHALL PROVIDE TO LENDER, WHEN REQUESTED
BUT NO MORE FREQUENTLY THAN QUARTERLY, AN INVENTORY OF THE PERSONAL PROPERTY AND
SHALL EXECUTE SUCH FINANCING STATEMENTS AS MAY BE REASONABLY REQUIRED BY LENDER
TO PERFECT LENDER'S SECURITY INTEREST ON THE SAME.
NO PERSONAL PROPERTY SHALL
BE PURCHASED OR INSTALLED IN THE IMPROVEMENTS BY BORROWER UNDER ANY SECURITY
AGREEMENT, CONDITIONAL SALES CONTRACT OR OTHER AGREEMENT WHEREIN THE SELLER
RESERVES A SECURITY INTEREST IN, OR THE RIGHT TO REMOVE OR TO REPOSSESS, SUCH
ITEMS OR TO CONSIDER THEM PERSONAL PROPERTY AFTER THEIR INCORPORATION INTO THE
IMPROVEMENTS, EXCEPT FOR CAPITAL LEASES APPROVED BY LENDER.
(Q)
LEASES.
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT
SHALL BE DEEMED GIVEN BY LENDER IF LENDER FAILS TO OBJECT WITHIN TEN (10)
BUSINESS DAYS OF A WRITTEN REQUEST BY BORROWER FOR SUCH CONSENT AND RECEIPT BY
LENDER OF ALL INFORMATION REASONABLY NECESSARY FOR LENDER TO MAKE AN INFORMED
DECISION, BORROWER SHALL NOT (I) ENTER INTO ANY LEASE OF ALL OR ANY PORTION OF
THE PROJECT, (II) MATERIALLY MODIFY ANY LEASE OF ANY PORTION OF THE PROJECT OR
(III) ACCEPT ANY RENTAL PAYMENT IN ADVANCE OF ONE MONTH OF ITS DUE DATE.
BORROWER SHALL PROVIDE LENDER WITH A COPY OF THE FULLY EXECUTED ORIGINAL OF ALL
LEASES PROMPTLY
55
FOLLOWING THEIR EXECUTION.
BORROWER SHALL DEPOSIT ALL SECURITY DEPOSITS UNDER
LEASES IN A SEGREGATED ACCOUNT WITH A FINANCIAL INSTITUTION REASONABLY
ACCEPTABLE TO LENDER.
AT LENDER'S REQUEST, BORROWER SHALL CAUSE TENANTS TO
EXECUTE SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS REASONABLY
SATISFACTORY TO LENDER.
LENDER RESERVES THE RIGHT TO SUBORDINATE THE LIEN OF
THE MORTGAGE TO ANY LEASE.
(R)
CERTAIN AGREEMENTS.
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER,
BORROWER SHALL NOT MODIFY OR TERMINATE (I) ANY OF THE ML&P AGREEMENTS, (II) ANY
OF THE MARKETING AGREEMENTS, (III) THE GROUND LEASE, (IV) THE ER PURCHASE
AGREEMENT, (V) THE RITZ-CARLTON CONSENT AGREEMENT, (VI) THE ML&P CONSENT
AGREEMENT, (VII) ANY OF THE DEVELOPMENT DOCUMENTS, OR (VIII) THE CONDOMINIUM
DOCUMENTS.
BORROWER SHALL TIMELY OBSERVE AND PERFORM ALL OF ITS OBLIGATIONS
UNDER THE FOREGOING AGREEMENTS.
PROMPTLY AFTER RECEIPT THEREOF, BORROWER SHALL
FURNISH LENDER WITH A COPY OF ANY MATERIAL NOTICE RECEIVED OR DELIVERED BY
BORROWER UNDER ANY OF THE FOREGOING AGREEMENTS, INCLUDING, WITHOUT LIMITATION,
ANY NOTICE OF DEFAULT.
THE EXECUTION OF A CONTRACT OF SALE FOR AN INDIVIDUAL
UNIT TO BE PURCHASED BY EXCLUSIVE RESORTS UNDER THE ER PURCHASE AGREEMENT SHALL
NOT BE DEEMED SUCH A MODIFICATION OR TERMINATION AS CONTEMPLATED UNDER THIS
SECTION 16.1(R); PROVIDED THAT THE PURCHASE PRICE FOR SUCH UNIT IS THE SAME AS
SET FORTH IN THE ER PURCHASE AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, LENDER ACKNOWLEDGES THAT (X) THE BORROWER AND EXCLUSIVE
RESORTS HAVE THE RIGHT TO MODIFY THE ER PURCHASE AGREEMENT AND INDIVIDUAL
PURCHASE