THE JOINT ASSESSMENT OF THE PROPERTY (A) WITH ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM THE PROPERTY, AND (B) WHICH CONSTITUTES
REAL PROPERTY WITH ANY PORTION OF THE PROPERTY WHICH MAY BE DEEMED TO CONSTITUTE
PERSONAL PROPERTY, OR ANY OTHER PROCEDURE WHEREBY THE LIEN OF ANY TAXES WHICH
MAY BE LEVIED AGAINST SUCH PERSONAL PROPERTY SHALL BE ASSESSED OR LEVIED OR
CHARGED TO SUCH REAL PROPERTY PORTION OF THE PROPERTY.
5.2.8.
PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION.
BORROWER SHALL NOT
CHANGE ITS PRINCIPAL PLACE OF BUSINESS SET FORTH IN THE INTRODUCTORY PARAGRAPH
OF THIS AGREEMENT WITHOUT FIRST GIVING LENDER THIRTY (30) DAYS PRIOR NOTICE.
BORROWER SHALL NOT CHANGE THE PLACE OF ITS ORGANIZATION AS SET FORTH IN
SECTION 4.1.27 WITHOUT THE CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
UPON LENDER'S REQUEST, BORROWER SHALL EXECUTE AND
DELIVER ADDITIONAL FINANCING STATEMENTS, SECURITY AGREEMENTS AND OTHER
INSTRUMENTS WHICH MAY BE NECESSARY TO EFFECTIVELY EVIDENCE OR PERFECT LENDER'S
SECURITY INTEREST IN THE PROPERTY AS A RESULT OF SUCH CHANGE OF PRINCIPAL PLACE
OF BUSINESS OR PLACE OF ORGANIZATION.
BORROWER'S PRINCIPAL PLACE OF BUSINESS
AND CHIEF EXECUTIVE OFFICE, AND THE PLACE WHERE BORROWER KEEPS ITS BOOKS AND
RECORDS, INCLUDING RECORDED DATA OF ANY KIND OR NATURE, REGARDLESS OF THE MEDIUM
OR RECORDING, INCLUDING SOFTWARE, WRITINGS, PLANS, SPECIFICATIONS AND
SCHEMATICS, HAS BEEN FOR THE PRECEDING FOUR MONTHS (OR, IF LESS, THE ENTIRE
PERIOD OF THE EXISTENCE OF BORROWER) AND WILL CONTINUE TO BE THE ADDRESS OF
BORROWER SET FORTH AT THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT (UNLESS
BORROWER NOTIFIES LENDER IN WRITING AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE
OF SUCH CHANGE).
5.2.9.
DISTRIBUTIONS TO AFFILIATES.
BORROWER SHALL NOT MAKE ANY
DISTRIBUTIONS TO, OR OTHERWISE PAY ANY DIVIDENDS OR MAKE ANY PAYMENTS TO, ANY
RESTRICTED PARTY OR GUARANTOR, EITHER (A) DURING ANY MONTH WHILE ANY OBLIGATIONS
UNDER THE LOAN DOCUMENTS REMAIN OUTSTANDING UNLESS AND UNTIL THE PAYMENTS
SPECIFIED IN CLAUSES (I), (II), (III), (IV), (V), (VI), (VII) AND (VIII) OF
SECTION 2.6.4(A) WITH RESPECT TO SUCH MONTH (WHETHER OR NOT DUE OR PAYABLE IN
THE ORDINARY COURSE OF BUSINESS DURING SUCH MONTH) HAVE BEEN MADE WITH
SUFFICIENT FUNDS ON DEPOSIT IN THE CASH MANAGEMENT ACCOUNT, OR (B) DURING ANY
EXCESS CASH FLOW SWEEP PERIOD (EXCEPT TO THE EXTENT PERMITTED UNDER SECTION
2.6.4(A)(IX)). NOTWITHSTANDING THE FOREGOING RESTRICTIONS OF THIS SECTION
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5.2.9, BORROWER SHALL BE ENTITLED TO DISTRIBUTE TIMESHARE PROJECT PROCEEDS
SUBJECT TO, AND IN ACCORDANCE WITH, THE CONDITIONS AND REQUIREMENTS SET FORTH IN
SECTION 7.6.
5.2.10.
TRANSFERS.
(A)
BORROWER ACKNOWLEDGES THAT LENDER HAS EXAMINED AND RELIED ON THE
EXPERIENCE OF BORROWER AND ITS STOCKHOLDERS, GENERAL PARTNERS, MEMBERS,
PRINCIPALS AND (IF BORROWER IS A TRUST) BENEFICIAL OWNERS IN OWNING AND
OPERATING PROPERTIES SUCH AS THE PROPERTY IN AGREEING TO MAKE THE LOAN, AND WILL
CONTINUE TO RELY ON BORROWER'S OWNERSHIP OF THE PROPERTY AS A MEANS OF
MAINTAINING THE VALUE OF THE PROPERTY AS SECURITY FOR REPAYMENT OF THE DEBT AND
THE PERFORMANCE OF THE OBLIGATIONS CONTAINED IN