CUSTODIAN (AS DEFINED IN THE BANKRUPTCY CODE) IS APPOINTED FOR OR TAKES
CHARGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF BORROWER OR GUARANTOR; OR
BORROWER OR GUARANTOR COMMENCE ANY OTHER PROCEEDINGS UNDER ANY REORGANIZATION,
ARRANGEMENT, READJUSTMENT OF DEBT, RELIEF OF DEBTORS, DISSOLUTION, INSOLVENCY OR
LIQUIDATION OR SIMILAR LAW OF ANY JURISDICTION WHETHER NOW OR HEREAFTER IN
EFFECT RELATING TO BORROWER OR GUARANTOR; OR THERE IS COMMENCED AGAINST BORROWER
OR GUARANTOR ANY SUCH PROCEEDING WHICH REMAINS UNDISMISSED OR UNSTAYED FOR A
PERIOD OF SIXTY (60) DAYS; OR BORROWER OR GUARANTOR FAILS TO CONTROVERT IN A
TIMELY MANNER ANY SUCH CASE UNDER THE BANKRUPTCY CODE OR ANY SUCH PROCEEDING, OR
ANY ORDER OF RELIEF OR OTHER ORDER APPROVING ANY SUCH CASE OR PROCEEDING IS
ENTERED; OR BORROWER OR GUARANTOR BY ANY ACT OR FAILURE TO ACT INDICATES ITS
CONSENT TO, APPROVAL OF, OR ACQUIESCENCE IN ANY SUCH CASE OR PROCEEDING OR THE
APPOINTMENT OF ANY CUSTODIAN OR THE LIKE OF OR FOR IT FOR ANY SUBSTANTIAL PART
OF ITS PROPERTY OR SUFFERS ANY SUCH APPOINTMENT TO CONTINUE UNDISCHARGED OR
UNSTAYED FOR A PERIOD OF SIXTY (60) DAYS;
(K)
BORROWER OR GUARANTOR SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, OR SHALL ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY AS
THEY BECOME DUE, OR SHALL CONSENT TO THE APPOINTMENT OF A RECEIVER OR TRUSTEE OR
LIQUIDATOR OF ALL OF ITS PROPERTY OR THE MAJOR PART THEREOF OR IF ALL OR A
SUBSTANTIAL PART OF THE ASSETS OF BORROWER OR GUARANTOR ARE
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ATTACHED, SEIZED, SUBJECTED TO A WRIT OR DISTRESS WARRANT, OR ARE LEVIED UPON,
OR COME INTO THE POSSESSION OF ANY RECEIVER, TRUSTEE, CUSTODIAN OR ASSIGNEE FOR
THE BENEFIT OF CREDITORS;
(L)
ANY COURT ENJOINS BORROWER FROM PERFORMING CONSTRUCTION, AND SUCH
INJUNCTION IS NOT REMOVED FOR A PERIOD OF
TWENTY (20) DAYS;
(M)
BORROWER FAILS TO MAKE ANY DEFICIENCY DEPOSIT WITH LENDER WITHIN THE
TIME AND IN THE MANNER REQUIRED BY ARTICLE XII HEREOF;
(N)
ONE OR MORE FINAL, UNAPPEALABLE JUDGMENTS ARE ENTERED (I) AGAINST
BORROWER IN AMOUNTS AGGREGATING IN EXCESS OF $500,000.00; (II) AGAINST EXCLUSIVE
RESORTS DEVELOPMENT COMPANY, LLC IN AMOUNTS AGGREGATING IN EXCESS OF
$250,000.00; (III) AGAINST ML&P OR RITZ-CARLTON IN AMOUNTS AGGREGATING IN EXCESS
OF $2,500,000.00 AND SAID JUDGMENTS ARE NOT SATISFIED, STAYED OR BONDED OVER
WITHIN THIRTY (30) DAYS AFTER ENTRY;
(O)
IF BORROWER OR GUARANTOR SHALL FAIL TO PAY ANY DEBT OWED BY IT OR IS IN
DEFAULT (BEYOND ANY APPLICABLE NOTICE, CURE OR GRACE PERIOD) UNDER ANY LOAN
DOCUMENT WITH LENDER AND SUCH FAILURE OR DEFAULT CONTINUES AFTER ANY APPLICABLE
GRACE PERIOD SPECIFIED IN THE INSTRUMENT OR AGREEMENT RELATING THERETO;
(P)
IF A MATERIAL ADVERSE CHANGE OCCURS WITH RESPECT TO BORROWER, THE
PROJECT OR GUARANTOR; OR
(Q)
THE OCCURRENCE OF ANY OTHER EVENT OR CIRCUMSTANCE DENOMINATED AS AN
EVENT OF DEFAULT IN THIS AGREEMENT OR UNDER ANY OF THE OTHER LOAN DOCUMENTS AND
THE EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIODS, IF ANY, SPECIFIED FOR
SUCH EVENT OF