OF SUCH WRITTEN
REQUEST.
PROVIDED THAT THE REQUEST IS ACCOMPANIED BY A NOTICE, WHICH PROVIDES
IN UPPER CASE BOLD-FACED TYPE:
"THIS IS A REQUEST FOR AN APPROVAL WITH
141
RESPECT TO A TIMESHARE PROJECT DOCUMENT.
IF LENDER FAILS TO RESPOND WITHIN 10
BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH
RESPECT TO THE TIMESHARE PROJECT DOCUMENT WILL BE DEEMED APPROVED", IF LENDER
SHALL NOT SO ADVISE OF ITS DETERMINATION WITHIN SUCH TEN (10) BUSINESS DAY
PERIOD (NOTICE BY FACSIMILE ON THE SAME DAY BEING ACCEPTABLE FOR THIS PURPOSE),
THE PROPOSED TIMESHARE PROJECT DOCUMENT OR RENEWAL, WAIVER, AMENDMENT,
MODIFICATION OR TERMINATION THEREOF SHALL BE DEEMED APPROVED BY LENDER.
IF
LENDER SHALL DENY ANY SUCH REQUEST FOR APPROVAL, LENDER SHALL SPECIFY THE
REASONS FOR ITS REFUSAL TO GRANT APPROVAL.
BY ITS EXECUTION OF THIS AGREEMENT,
LENDER HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS APPROVED ALL TIMESHARE PROJECT
DOCUMENTS IN EFFECT AS OF THE CLOSING DATE IN THE FORM DELIVERED TO LENDER ON OR
PRIOR TO THE CLOSING DATE.
(D)
BORROWER HEREBY REPRESENTS AND WARRANTS TO LENDER THAT, ON OR
PRIOR TO THE DATE HEREOF, BORROWER HAS CAUSED TO BE DELIVERED TO LENDER A TRUE,
CORRECT AND COMPLETE COPY OF ALL TIMESHARE PROJECT DOCUMENTS IN EFFECT ON THE
DATE HEREOF.
AS OF THE DATE HEREOF, NO EVENTS OR CIRCUMSTANCES EXIST WHICH,
WITH OR WITHOUT THE GIVING OF NOTICE, THE PASSAGE OF TIME OR BOTH, WOULD BE
REASONABLY LIKELY TO CONSTITUTE A DEFAULT OF ANY COVENANT OR OBLIGATION ON THE
PART OF ANY PARTY UNDER ANY TIMESHARE PROJECT DOCUMENTS WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
FROM THE DATE HEREOF AND UNTIL PAYMENT AND PERFORMANCE IN FULL OF
ALL OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS OR THE EARLIER RELEASE OF
THE LIEN OF THE SECURITY INSTRUMENT (AND ALL RELATED OBLIGATIONS) IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, BORROWER HEREBY
COVENANTS AND AGREES WITH LENDER THAT:
(I)
IN THE EVENT THAT BORROWER, TSP OWNER AND/OR ANY AFFILIATE OF THE
FOREGOING (AS APPLICABLE) SHALL DETERMINE TO PROCEED WITH ANY TIMESHARE PROJECT,
BORROWER SHALL CONSULT WITH LENDER AND, FROM TIME TO TIME AT LENDER'S REQUEST,
SHALL KEEP LENDER INFORMED AS TO THE PROGRESS AND STATUS OF ALL NEGOTIATIONS
WITH ANY OTHER PERSONS AS TO THE TERMS OF THE TIMESHARE PROJECT AND ANY OTHER
MATERIAL MATTERS RELATING THERETO;
(II)
BORROWER SHALL AND SHALL CAUSE TSP OWNER AND ANY AFFILIATES OF
BORROWER OR TSP OWNER TO, IN A COMMERCIALLY REASONABLE MANNER, OBSERVE AND
PERFORM ITS OBLIGATIONS UNDER THE TIMESHARE PROJECT DOCUMENTS;
(III)
BORROWER SHALL AND SHALL CAUSE TSP OWNER AND ANY AFFILIATES OF
BORROWER OR TSP OWNER TO PERMIT AGENTS, REPRESENTATIVES AND EMPLOYEES OF LENDER
TO INSPECT THE TIMESHARE PROJECT LAND OR ANY PART THEREOF AT REASONABLE HOURS
UPON REASONABLE ADVANCE NOTICE; PROVIDED THAT SUCH INSPECTIONS DO NOT MATERIALLY
INTERFERE WITH ANY TIMESHARE PROJECT;
(IV)
PROMPTLY AFTER LEARNING OF SAME, BORROWER SHALL AND SHALL CAUSE
TSP OWNER AND ANY AFFILIATES OF BORROWER