PROVISIONS
OF SECTION 3.2 HEREOF, DEEMED REMADE;
(J)
BORROWER OR GUARANTOR SHALL COMMENCE A VOLUNTARY CASE
CONCERNING BORROWER OR GUARANTOR UNDER THE BANKRUPTCY CODE; OR AN INVOLUNTARY
PROCEEDING IS COMMENCED AGAINST BORROWER OR GUARANTOR UNDER THE BANKRUPTCY CODE
AND RELIEF IS ORDERED AGAINST THE APPLICABLE PARTY, OR THE PETITION IS
CONTROVERTED BUT NOT DISMISSED OR STAYED WITHIN SIXTY (60) DAYS AFTER THE
COMMENCEMENT OF THE CASE, OR A 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;
94
(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 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 THE AGENT
WITHIN THE TIME AND IN THE MANNER REQUIRED BY ARTICLE XI HEREOF;
(N)
ONE OR MORE FINAL, UNAPPEALABLE JUDGMENTS ARE ENTERED
(I) AGAINST BORROWER IN AMOUNTS AGGREGATING IN EXCESS OF $500,000; (II) AGAINST
EXCLUSIVE RESORTS DEVELOPMENT COMPANY, LLC IN AMOUNTS AGGREGATING IN EXCESS OF
$250,000; (III) AGAINST ML&P OR RITZ-CARLTON IN AMOUNTS AGGREGATING IN EXCESS OF
$2,500,000 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 THE AGENT AND SUCH FAILURE OR DEFAULT CONTINUES AFTER ANY