(WHICH APPOINTMENT IS
COUPLED WITH AN INTEREST) AS BORROWER'S AND MEZZCO'S ATTORNEY IN FACT WITH FULL
AUTHORITY TO RELINQUISH EACH SUCH LIQUOR LICENSES ON EACH SUCH PERSON'S BEHALF.
(G)
OPBIZ AGREES TO (A) EXECUTE SUCH AFFIDAVITS AND CERTIFICATES AS
LENDER SHALL REQUIRE TO FURTHER EVIDENCE THE AGREEMENTS HEREIN CONTAINED, (B) ON
REQUEST FROM LENDER, FURNISH LENDER WITH COPIES OF SUCH INFORMATION AS BORROWER
IS ENTITLED TO RECEIVE UNDER THE HOTEL COMPONENT LEASE AND (C) COOPERATE WITH
LENDER'S REPRESENTATIVE IN ANY INSPECTION OF ALL OR ANY PORTION OF THE HOTEL
COMPONENT.
5.2.2.
LIENS.
BORROWER SHALL NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST
ANY LIEN ON ANY PORTION OF THE PROPERTY OR PERMIT ANY SUCH ACTION TO BE TAKEN,
EXCEPT PERMITTED ENCUMBRANCES.
5.2.3.
DISSOLUTION.
BORROWER SHALL NOT (A) TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ENGAGE IN ANY DISSOLUTION, LIQUIDATION OR
CONSOLIDATION OR MERGER WITH OR INTO ANY OTHER BUSINESS ENTITY, (B) ENGAGE IN
ANY BUSINESS ACTIVITY NOT RELATED TO THE OWNERSHIP AND OPERATION OF THE
PROPERTY, (C) TRANSFER, LEASE OR SELL, IN ONE TRANSACTION OR ANY COMBINATION OF
TRANSACTIONS, THE ASSETS OR ALL OR SUBSTANTIALLY ALL OF THE PROPERTIES OR ASSETS
OF BORROWER EXCEPT TO THE EXTENT PERMITTED BY THE LOAN DOCUMENTS, OR (D) UNLESS
REQUIRED BY APPLICABLE LAW, MODIFY, AMEND, WAIVE OR TERMINATE ITS ORGANIZATIONAL
DOCUMENTS OR ITS QUALIFICATION AND GOOD STANDING IN ANY JURISDICTION.
NO
BORROWER PARTY SHALL (I) DISSOLVE, WIND UP OR LIQUIDATE OR TAKE ANY ACTION, OR
OMIT TO TAKE AN ACTION, AS A RESULT OF WHICH SUCH BORROWER PARTY WOULD BE
DISSOLVED, WOUND UP OR LIQUIDATED IN WHOLE OR IN PART, OR (II) AMEND, MODIFY,
WAIVE OR TERMINATE THE CERTIFICATE OF INCORPORATION OR BYLAWS OF SUCH BORROWER
PARTY, IN EACH CASE, WITHOUT OBTAINING THE PRIOR CONSENT OF LENDER.
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5.2.4.
CHANGE IN BUSINESS.
BORROWER SHALL NOT ENTER INTO ANY LINE OF
BUSINESS OTHER THAN THE OWNERSHIP AND OPERATION OF THE PROPERTY, OR MAKE ANY
MATERIAL CHANGE IN THE SCOPE OR NATURE OF ITS BUSINESS OBJECTIVES, PURPOSES OR
OPERATIONS, OR UNDERTAKE OR PARTICIPATE IN ACTIVITIES OTHER THAN THE CONTINUANCE
OF ITS PRESENT BUSINESS OTHER THAN THE OPERATIONS CONTEMPLATED BY THE RENOVATION
PROJECT PLAN AND ANY TIMESHARE PROJECT PLAN.
5.2.5.
DEBT CANCELLATION.
BORROWER SHALL NOT CANCEL OR OTHERWISE FORGIVE
OR RELEASE ANY CLAIM OR DEBT (OTHER THAN TERMINATION OF LEASES IN ACCORDANCE
HEREWITH) OWED TO BORROWER BY ANY PERSON, EXCEPT FOR ADEQUATE CONSIDERATION AND
IN THE ORDINARY COURSE OF BORROWER'S BUSINESS.
5.2.6.
ZONING.
EXCEPT WITH RESPECT TO THE RENOVATION PROJECT OR THE
TIMESHARE PROJECT, BORROWER SHALL NOT INITIATE OR CONSENT TO ANY ZONING
RECLASSIFICATION OF ANY PORTION OF THE PROPERTY OR SEEK ANY VARIANCE UNDER ANY
EXISTING ZONING ORDINANCE OR USE OR PERMIT THE USE OF ANY PORTION OF THE
PROPERTY IN ANY MANNER THAT COULD RESULT IN SUCH USE BECOMING A NON-CONFORMING
USE UNDER ANY ZONING ORDINANCE OR ANY OTHER APPLICABLE LAND USE LAW, RULE OR
REGULATION, WITHOUT THE PRIOR CONSENT OF LENDER.
5.2.7.
NO JOINT ASSESSMENT.
BORROWER SHALL NOT SUFFER, PERMIT OR INITIATE