AGREEMENTS ENTERED INTO PURSUANT THERETO PRIOR TO THE INITIAL EXECUTION
OF THE INDIVIDUAL PURCHASE AGREEMENTS WITHOUT LENDER CONSENT PROVIDED THAT SUCH
CHANGES ARE NOT INCONSISTENT WITH THE FIRST AMENDMENT TO THE ER PURCHASE
AGREEMENT BETWEEN THE PARTIES DATED JUNE __, 2006, THAT THE PURCHASE PRICES
IDENTIFIED THEREIN ARE NOT MODIFIED AND FURTHER PROVIDED THAT THIS SECTION SHALL
NOT BE DEEMED TO WAIVE LENDER'S 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 LENDER CONSENT PROVIDED THAT
SUCH AMENDMENTS OR MODIFICATIONS WILL SOLELY AFFECT PORTIONS OF THE PROPERTY
THAT ARE TO BE RELEASED BY LENDER PURSUANT TO THIS AGREEMENT FROM AND AFTER THE
EFFECTIVE DATE OF SUCH RELEASE.
(S)
APPRAISALS.
LENDER MAY OBTAIN A NEW OR UPDATED APPRAISAL OF THE
PROJECT FROM TIME TO TIME.
BORROWER SHALL COOPERATE WITH LENDER IN THIS
REGARD.
NOTWITHSTANDING THE FOREGOING, LENDER 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 LENDER UPON DEMAND FOR THE COST OF
ANY APPRAISAL OBTAINED BY LENDER IN ACCORDANCE WITH THE TERMS OF THIS SECTION
16.1(S).
(T)
FURNISHING INFORMATION.
BORROWER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO LENDER, (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 LENDER, 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 DEVELOPMENT COMPANY, LLC); (2) WITHIN
SIXTY (60) DAYS AFTER THE END OF EACH CALENDAR QUARTER, WITH RESPECT TO
BORROWER, A QUARTERLY FINANCIAL STATEMENT, IN A FORM SATISFACTORY TO LENDER; (3)
WITHIN THIRTY (30) DAYS AFTER THE END OF
56
EACH REPORTING PERIOD OF BORROWER (IT BEING UNDERSTOOD THAT BORROWER HAS A 13
PERIOD REPORTING CYCLE ANNUALLY), WITH RESPECT TO BORROWER, A MONTHLY FINANCIAL
STATEMENT, IN A FORM SATISFACTORY TO LENDER.
WITHIN TEN (10) DAYS AFTER REQUEST
BY LENDER, BORROWER SHALL DELIVER TO LENDER THE MOST RECENTLY FILED ANNUAL
FEDERAL INCOME TAX RETURNS WITH RESPECT TO BORROWER AND GUARANTOR.
BORROWER AND
GUARANTOR SHALL PROVIDE SUCH ADDITIONAL FINANCIAL INFORMATION AS LENDER
REASONABLY REQUIRES.
UPON REASONABLE ADVANCE NOTICE FROM LENDER, BORROWER SHALL
PERMIT LENDER OR ITS REPRESENTATIVES TO REVIEW ALL OF BORROWER'S BOOKS AND
RECORDS REGARDING THE DEVELOPMENT AND OPERATION OF THE PROJECT.
(U)
LOST NOTE.
UPON LENDER'S DELIVERY TO BORROWER OF AN AFFIDAVIT TO SUCH
EFFECT, BORROWER SHALL, IF THE NOTE IS MUTILATED, DESTROYED, LOST OR STOLEN,
DELIVER TO LENDER, IN SUBSTITUTION THEREFOR, A NEW NOTE CONTAINING THE SAME
TERMS AND CONDITIONS.
(V)
INDEMNIFICATION.
BORROWER SHALL INDEMNIFY LENDER AND ANY PARTY OWNING
AN INTEREST IN THE LOAN AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND
CONSULTANTS (EACH, AN "INDEMNIFIED PARTY") AND DEFEND AND HOLD