TO ANY LEASE.
(P)
CERTAIN AGREEMENTS.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LENDERS, 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 THE AGENT 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 15.1(P); 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, THE AGENT AND THE LENDERS ACKNOWLEDGE THAT
(X) THE BORROWER AND EXCLUSIVE RESORTS HAVE THE RIGHT TO MODIFY THE ER PURCHASE
AGREEMENT AND INDIVIDUAL PURCHASE AGREEMENTS ENTERED INTO PURSUANT THERETO PRIOR
TO THE INITIAL EXECUTION OF THE INDIVIDUAL PURCHASE AGREEMENTS WITHOUT THE
LENDERS' CONSENT PROVIDED THAT SUCH CHANGES ARE NOT INCONSISTENT WITH THE FIRST
AMENDMENT TO THE ER PURCHASE AGREEMENT BETWEEN THE PARTIES DATED JUNE 28, 2006,
THAT THE PURCHASE PRICES IDENTIFIED THEREIN ARE NOT MODIFIED AND FURTHER
PROVIDED THAT THIS SECTION SHALL NOT BE DEEMED TO WAIVE THE LENDERS' CONSENT
RIGHTS TO ANY AMENDMENT NEGOTIATED AFTER THE INDIVIDUAL AGREEMENTS ARE SIGNED,
AND (Y) BORROWER MAY MAKE MODIFICATIONS OR AMENDMENTS TO THE AFOREMENTIONED
AGREEMENTS WITHOUT THE LENDERS' CONSENT PROVIDED THAT SUCH AMENDMENTS OR
MODIFICATIONS WILL SOLELY AFFECT PORTIONS OF THE PROPERTY THAT ARE TO BE
RELEASED BY THE AGENT PURSUANT TO THIS AGREEMENT FROM AND AFTER THE EFFECTIVE
DATE OF SUCH RELEASE.
78
(Q)
APPRAISALS.
THE AGENT MAY OBTAIN A NEW OR UPDATED APPRAISAL
OF THE PROJECT FROM TIME TO TIME. BORROWER SHALL COOPERATE WITH THE AGENT IN
THIS REGARD. NOTWITHSTANDING THE FOREGOING, THE AGENT SHALL NOT OBTAIN A NEW OR
UPDATED APPRAISAL MORE THAN ONCE IN ANY TWELVE (12) MONTH PERIOD, UNLESS EITHER
(I) AN EVENT OF DEFAULT EXISTS OR (II) SUCH APPRAISAL IS THEN REQUIRED UNDER THE
TERMS OF THIS AGREEMENT. BORROWER SHALL REIMBURSE THE AGENT UPON DEMAND FOR THE
COST OF ANY APPRAISAL OBTAINED BY THE AGENT IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 15.1(Q).
(R)
FURNISHING INFORMATION.
BORROWER SHALL DELIVER OR CAUSE TO
BE DELIVERED TO THE AGENT, (1) WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE
END OF EACH CALENDAR YEAR, WITH RESPECT TO BORROWER AND GUARANTOR, AN ANNUAL
FINANCIAL STATEMENT, IN A FORM SATISFACTORY TO THE AGENT, AUDITED BY AN
INDEPENDENT, CERTIFIED PUBLIC ACCOUNTANT (OR WITH RESPECT TO EXCLUSIVE RESORTS
AND EXCLUSIVE RESORTS DEVELOPMENT COMPANY, LLC ONLY, CERTIFIED BY AN AUTHORIZED
OFFICER OF EXCLUSIVE RESORTS AND EXCLUSIVE RESORTS