THE POLICY SHALL NOT BE MATERIALLY CHANGED (OTHER THAN TO INCREASE
THE COVERAGE PROVIDED THEREBY) OR CANCELED WITHOUT AT LEAST THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE TO THE AGENT AND ANY OTHER PARTY NAMED THEREIN AS AN
ADDITIONAL INSURED;
(III)
THE ISSUERS THEREOF SHALL GIVE WRITTEN NOTICE TO THE AGENT IF THE
POLICY HAS NOT BEEN RENEWED FIFTEEN (15) DAYS PRIOR TO ITS EXPIRATION; AND
(IV)
THE AGENT SHALL NOT BE LIABLE FOR ANY INSURANCE PREMIUMS THEREON OR
SUBJECT TO ANY ASSESSMENTS THEREUNDER.
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(F)
IF AT ANY TIME THE AGENT IS NOT IN RECEIPT OF WRITTEN
EVIDENCE THAT ALL INSURANCE REQUIRED HEREUNDER IS IN FULL FORCE AND EFFECT, THE
AGENT OR ANY LENDER SHALL HAVE THE RIGHT, WITHOUT NOTICE TO BORROWER, TO TAKE
SUCH ACTION AS THE AGENT OR SUCH LENDER DEEMS NECESSARY TO PROTECT ITS INTEREST
IN THE PROJECT, INCLUDING, WITHOUT LIMITATION, THE OBTAINING OF SUCH INSURANCE
COVERAGE AS THE AGENT OR ANY LENDER IN ITS SOLE DISCRETION DEEMS APPROPRIATE.
ALL INSURANCE PREMIUMS INCURRED BY THE AGENT AND ANY LENDER IN CONNECTION WITH
SUCH ACTION OR IN OBTAINING SUCH INSURANCE AND KEEPING IT IN EFFECT SHALL BE
PAID BY BORROWER TO THE AGENT OR THE APPLICABLE LENDERS UPON DEMAND AND, UNTIL
PAID, SHALL BE SECURED BY THE MORTGAGE AND SHALL BEAR INTEREST AT THE DEFAULT
RATE.
(G)
THE BORROWER MAY OBTAIN THE INSURANCE REQUIRED HEREUNDER FROM
ANY INSURANCE COMPANY OF THE BORROWER'S CHOICE THAT IS ACCEPTABLE TO THE
REQUIRED LENDERS, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD. THE
REQUIRED LENDERS' NONACCEPTANCE OF AN INSURER SHALL NOT BE DEEMED UNREASONABLE
IF IT IS BASED UPON REASONABLE STANDARDS, UNIFORMLY APPLIED, RELATING TO THE
EXTENT OF COVERAGE REQUIRED AND THE FINANCIAL SOUNDNESS AND SERVICES OF THE
INSURER. SUCH STANDARDS SHALL NOT DISCRIMINATE AGAINST ANY PARTICULAR INSURER
NOR SHALL SUCH STANDARDS CALL FOR REJECTION OF AN INSURANCE CONTRACT BECAUSE THE
CONTRACT CONTAINS COVERAGE IN ADDITION TO THAT REQUIRED UNDER THIS AGREEMENT.
SECTION 15.3
SPECIAL PURPOSE COVENANTS.
(A)
THE PURPOSE FOR WHICH BORROWER IS ORGANIZED IS AND SHALL BE
LIMITED SOLELY TO (I) OWNING, DEVELOPING, HOLDING, CONSTRUCTING, SELLING,
LEASING, TRANSFERRING, EXCHANGING, OPERATING AND MANAGING THE PROJECT,
(II) ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
(III) TRANSACTING ANY BUSINESS THAT IS INCIDENT, NECESSARY AND APPROPRIATE TO
ACCOMPLISH THE FOREGOING.
(B)
EXCEPT FOR THE HOTEL PREVIOUSLY OPERATED ON THE DEVELOPMENT
LAND, BORROWER HAS NOT OWNED, DOES NOT OWN AND WILL NOT OWN ANY ASSET OR
PROPERTY OTHER THAN (I) THE PROJECT AND (II) INCIDENTAL PERSONAL PROPERTY
NECESSARY FOR AND USED OR TO BE USED IN CONNECTION WITH THE OWNERSHIP OR
OPERATION OF THE PROJECT.
(C)
BORROWER HAS NOT ENGAGED IN AND WILL NOT ENGAGE IN ANY
BUSINESS OTHER THAN THE OWNERSHIP, CONSTRUCTION, DEVELOPMENT, MANAGEMENT AND
OPERATION OF THE PROJECT.
(D)
BORROWER HAS NOT ENTERED AND WILL NOT ENTER INTO ANY CONTRACT
OR AGREEMENT WITH ANY AFFILIATE OF BORROWER, ANY CONSTITUENT PARTY OF BORROWER,
ANY GUARANTOR OF THE OBLIGATIONS OF BORROWER OR ANY AFFILIATE OF ANY CONSTITUENT
PARTY, OWNER OR GUARANTOR (COLLECTIVELY,