THE TIMESHARE PROPERTY; AND
(VI)
ALL NOTICES OF ASSESSMENT OR REASSESSMENT IN SELLER'S POSSESSION
AND CONTROL CONCERNING REAL ESTATE TAXES FOR THE TIMESHARE PROPERTY; AND
(VII)
ALL LEASES, LICENSES, SERVICE AGREEMENTS OR OTHER AGREEMENTS IN
SELLER'S POSSESSION AND CONTROL AFFECTING THE TIMESHARE PROPERTY; AND
(VIII)
THE CITY BLOCK COVENANTS; AND
(IX)
ALL SENIOR LENDER AGREEMENTS; SUCH SENIOR LENDER AGREEMENTS SHALL
BE TREATED AS DOCUMENTS WHICH AFFECT TITLE FOR THE PURPOSE OF THE REVIEW AND
EVALUATION PROVISIONS OF SECTION 7; AND
(X)
ALL DOCUMENTS RELATED TO THE NORTHWIND PROPERTY; AND
(XI)
ANY ENVIRONMENTAL ASSESSMENT; AND ANY UPDATES ARISING FROM
SELLER'S CLOSING ON THE PSA; AND
(XII)
ANY EXISTING STARWOOD MANAGEMENT AGREEMENT APPLICABLE TO THE
COMPLEX; DEVELOPER HEREBY DEVELOPER COVENANTS THAT AS LONG AS THIS AGREEMENT
REMAINS IN EFFECT (AND FOLLOWING ITS TERMINATION FOR ANY CAUSE WHATSOEVER),
DEVELOPER (AND DEVELOPER'S AFFILIATES) WILL HOLD IN STRICT CONFIDENCE ALL DATA
AND INFORMATION OBTAINED BY DEVELOPER CONCERNING THE STARWOOD MANAGEMENT
AGREEMENT AND/OR STARWOOD AND/OR AFFILIATES, IN CONNECTION WITH THIS AGREEMENT
OR OTHERWISE; PROVIDED, HOWEVER, DEVELOPER MAY DISCLOSE SUCH INFORMATION TO
DEVELOPER'S ATTORNEYS, OUTSIDE CONSULTANTS, LENDERS AND BONDING COMPANIES TO THE
EXTENT NECESSARY TO DEVELOPER'S COMPLIANCE WITH ITS OBLIGATIONS HEREUNDER, SO
LONG AS ANY SUCH RECIPIENTS AGREE NOT TO FURTHER DISCLOSE ANY SUCH INFORMATION;
SUCH STARWOOD MANAGEMENT AGREEMENT SHALL BE TREATED AS A DOCUMENT WHICH AFFECTS
TITLE FOR THE PURPOSE OF THE REVIEW AND EVALUATION PROVISIONS OF SECTION 7; AND
(XIII)
ALL EXISTING PLANS AND SPECIFICATIONS FOR THE COMPLEX; AND
(XIV)
ANY UPDATED/REVISED TITLE AND/OR SURVEY MATERIALS ARISING FROM
SELLER'S CLOSING ON THE PSA; AND
17
(XV)
ANY OF SELLER'S OCCUPANCY PROJECTIONS PERTAINING
TO THE HOTEL/CASINO PROPERTY AND THE TIMESHARE PROJECT TO THE EXTENT RELEVANT TO
DEVELOPER'S FINANCIAL AND SALES PROJECTIONS FOR THE TIMESHARE PROJECT; AND
(XVI)
ANY OTHER DOCUMENTS REASONABLY REQUESTED BY
DEVELOPER RELATING TO THE DEVELOPMENT, SALE, RENTAL OR MANAGEMENT OF THE
TIMESHARE PROJECT.
Seller shall supplement each such delivery of records and documents during the
term of this Agreement within a reasonable period following Developer's request
therefor in the event that additional items arise or become available to Seller,
or in the event that any of the foregoing is amended or modified.
(e)
Pre-Closing Deliveries by Developer.
Developer shall deliver to Seller, as soon as practical, but in any event prior
to Closing hereunder, to the extent within Developer's custody and control, all
records and documents (or copies of such records and documents) concerning the
Timeshare Property, including but not limited to the following:
(I)
THE RESULTS OF DEVELOPER'S ANALYSIS AND
INVESTIGATION OF THE TIMESHARE PROPERTY AND THE FEASIBILITY OF THE TIMESHARE
PROJECT, INCLUDING BUT NOT LIMITED TO DRAWINGS, SURVEYS, SPECIFICATIONS,
ENGINEERING REPORTS, AND ALL REPORTS, DOCUMENTS, ANALYSES, MEMORANDA, LETTERS,
SUMMARIES AND WORK PAPERS RELATING TO ENVIRONMENTAL MATTERS CONCERNING THE
TIMESHARE PROPERTY AND PHYSICAL CONDITION OF THE LAND AND ANY IMPROVEMENTS NOW
EXISTING ON THE TIMESHARE PROPERTY; AND
(II)
THE PLANS AND SPECIFICATIONS AND DEVELOPMENT
SCHEDULE; AND
(III)
PRELIMINARY CONFIRMATION, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO SELLER, THAT DEVELOPER, BY THE