AGENT AND LENDERS SHALL HAVE ALL
RIGHTS AND REMEDIES PROVIDED UNDER THE LOAN DOCUMENTS AND APPLICABLE LAW WITH
RESPECT TO THE WAIVED DEFAULT; AND (C) LENDERS HAVE NOT AGREED TO EXTEND THE
DURATION OF THE WAIVER GRANTED HEREIN BEYOND THE DATE DESIGNATED ABOVE OR TO
GRANT ANY ADDITIONAL WAIVERS OF, OR FORBEAR WITH RESPECT TO, ANY OTHER DEFAULT.
4
5.
LENDER CONSENT.
EACH LENDER HEREBY CONSENTS TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND AUTHORIZES THE ADMINISTRATIVE AGENT TO EXECUTE AND
DELIVER ALL DOCUMENTS WHICH ARE NECESSARY AND DESIRABLE TO ACCOMPLISH SAME OR AS
OTHERWISE CONTEMPLATED UNDER THE SALE, PURCHASE AND ESCROW AGREEMENT RELATING TO
THE SALE OF THE PLANTATION GOLF COURSE INCLUDING, WITHOUT LIMITATION, A PARTIAL
RELEASE OF MORTGAGE, AMENDMENT TO UCC FINANCING STATEMENT, A CONSENT TO AND
NONDISTURBANCE AND ATTORNMENT AGREEMENT RELATING TO A MAINTENANCE FACILITIES
EASEMENT BEING GRANTED OVER THE COLLATERAL IN FAVOR OF THE PURCHASER OF THE
PLANTATION GOLF COURSE, AN AMENDMENT TO WATER DELIVERY AGREEMENT, A RIGHT OF
FIRST OFFER IN FAVOR OF THE PURCHASER OF THE PORTION OF THE PROPERTY MORE
COMMONLY KNOWN AS THE BAY GOLF COURSE,
AND A CONSENT TO AN AGREEMENT REGARDING
KAPALUA CLUB.
6.
FORMATION AND ORGANIZATIONAL DOCUMENTS.
BORROWER HAS PREVIOUSLY
DELIVERED TO ADMINISTRATIVE AGENT ALL OF THE RELEVANT FORMATION AND
ORGANIZATIONAL DOCUMENTS OF BORROWER, OF THE PARTNERS OR JOINT VENTURERS OF
BORROWER (IF ANY), AND OF ALL GUARANTORS OF THE LOAN (IF ANY), AND ALL SUCH
FORMATION DOCUMENTS REMAIN IN FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED OR
MODIFIED SINCE THEY WERE DELIVERED TO ADMINISTRATIVE AGENT. BORROWER HEREBY
CERTIFIES THAT: (I) THE ABOVE DOCUMENTS ARE ALL OF THE RELEVANT FORMATION AND
ORGANIZATIONAL DOCUMENTS OF BORROWER; (II) THEY REMAIN IN FULL FORCE AND EFFECT;
AND (III) THEY HAVE NOT BEEN AMENDED OR MODIFIED SINCE THEY WERE PREVIOUSLY
DELIVERED TO ADMINISTRATIVE AGENT.
7.
NON-IMPAIRMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING IN
THIS AGREEMENT SHALL ALTER OR AFFECT ANY PROVISION, CONDITION, OR COVENANT
CONTAINED IN THE NOTE OR OTHER LOAN DOCUMENT OR AFFECT OR IMPAIR ANY RIGHTS,
POWERS, OR REMEDIES OF ADMINISTRATIVE AGENT OR LENDERS, IT BEING THE INTENT OF
THE PARTIES HERETO THAT THE PROVISIONS OF THE NOTE AND OTHER LOAN DOCUMENTS
SHALL CONTINUE IN FULL FORCE AND EFFECT EXCEPT AS EXPRESSLY MODIFIED HEREBY.
8.
MISCELLANEOUS.
THE HEADINGS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL BE DISREGARDED IN INTERPRETING THE SUBSTANTIVE
PROVISIONS OF THIS AGREEMENT.
TIME IS OF THE ESSENCE OF EACH TERM OF THE LOAN
DOCUMENTS, INCLUDING THIS AGREEMENT. IF ANY PROVISION OF THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS SHALL BE DETERMINED BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THAT PORTION SHALL BE
DEEMED SEVERED FROM THIS AGREEMENT AND THE REMAINING PARTS SHALL REMAIN IN FULL
FORCE AS THOUGH THE INVALID, ILLEGAL, OR UNENFORCEABLE PORTION HAD NEVER BEEN A
PART THEREOF.
9.
INTEGRATION; INTERPRETATION. THE LOAN DOCUMENTS, INCLUDING THIS
AGREEMENT, CONTAIN OR EXPRESSLY INCORPORATE BY REFERENCE THE ENTIRE AGREEMENT OF
THE PARTIES WITH RESPECT TO THE MATTERS CONTEMPLATED