WILL NOT, IN
AND OF ITSELF, RESULT IN A DOWNGRADE, WITHDRAWAL OR QUALIFICATION OF THE THEN
CURRENT RATINGS ASSIGNED TO ANY SECURITIES OR ANY CLASS THEREOF IN CONNECTION
WITH ANY SECURITIZATION, (D) A LETTER OF CREDIT, OR (E) A COMPLETION AND
PERFORMANCE BOND ISSUED BY AN APPROVED BANK.
SUCH SECURITY SHALL BE IN AN
AMOUNT EQUAL TO THE EXCESS OF THE TOTAL UNPAID AMOUNTS WITH RESPECT TO
ALTERATIONS TO THE IMPROVEMENTS ON THE APPLICABLE PROPERTY (OTHER THAN SUCH
AMOUNTS TO BE PAID OR REIMBURSED BY TENANTS UNDER THE LEASES) OVER THE
ALTERATION THRESHOLD AMOUNT AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
LENDER MAY APPLY SUCH SECURITY FROM TIME TO TIME AT THE OPTION OF LENDER TO PAY
FOR SUCH ALTERATIONS.
5.1.22
OPERATION OF THE PROPERTIES.
(A)
BORROWERS SHALL CAUSE THE PROPERTIES TO BE
OPERATED, IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH THE APPLICABLE MANAGEMENT
AGREEMENT.
IN THE EVENT THAT ANY MANAGEMENT AGREEMENT EXPIRES OR IS TERMINATED
(WITHOUT LIMITING ANY OBLIGATION OF BORROWERS TO OBTAIN LENDER'S CONSENT TO ANY
TERMINATION OR MODIFICATION OF ANY MANAGEMENT AGREEMENT, IF APPLICABLE, IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT), BORROWERS SHALL
PROMPTLY ENTER INTO A REPLACEMENT MANAGEMENT AGREEMENT WITH THE APPLICABLE
MANAGER OR ANOTHER QUALIFIED MANAGER, AS APPLICABLE.
(B)
EACH BORROWER SHALL: (I) PROMPTLY PERFORM
AND/OR OBSERVE, IN ALL MATERIAL RESPECTS, ALL OF THE COVENANTS AND AGREEMENTS
REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE MANAGEMENT AGREEMENT
AND/OR THE SUB-MANAGEMENT AGREEMENT TO WHICH IT IS A PARTY AND DO ALL THINGS
NECESSARY TO PRESERVE AND TO KEEP UNIMPAIRED ITS MATERIAL RIGHTS THEREUNDER;
(II) PROMPTLY NOTIFY LENDER OF ANY MATERIAL DEFAULT UNDER ITS MANAGEMENT
AGREEMENT AND/OR THE SUB-MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (III)
PROMPTLY DELIVER TO LENDER A
170
COPY OF EACH FINANCIAL STATEMENT, BUSINESS PLAN, CAPITAL EXPENDITURES PLAN,
NOTICE, REPORT AND ESTIMATE RECEIVED BY IT UNDER ITS MANAGEMENT AGREEMENT AND/OR
THE SUB-MANAGEMENT AGREEMENT; AND (IV) ENFORCE THE PERFORMANCE AND OBSERVANCE OF
ALL OF THE MATERIAL COVENANTS AND AGREEMENTS REQUIRED TO BE PERFORMED AND/OR
OBSERVED BY THE MANAGER UNDER ITS MANAGEMENT AGREEMENT AND BY SUB-MANAGER UNDER
THE SUB-MANAGEMENT AGREEMENT, IN EACH OF THE FOREGOING INSTANCES, IN A
COMMERCIALLY REASONABLE MANNER.
(C)
HOTEL/CASINO BORROWER SHALL AT ALL TIMES
OPERATE AND MAINTAIN (OR CAUSE TO BE OPERATED AND MAINTAINED) THE HOTEL/CASINO
PROPERTY AND THE CASINO COMPONENT AS A HOTEL AND CASINO RESORT IN ACCORDANCE
WITH STANDARDS AT LEAST EQUIVALENT TO THE COMPARABLE HOTEL/CASINOS.
THE THEME
OF THE HOTEL/CASINO PROPERTY AND THE CASINO COMPONENT SHALL NOT BE MATERIALLY
CHANGED WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
HOTEL/CASINO BORROWER SHALL CAUSE THE HOTEL/CASINO
PROPERTY TO BE AT ALL TIMES OPEN FOR BUSINESS AS A HOTEL AND THE CASINO
COMPONENT TO BE OPEN AT ALL TIMES FOR BUSINESS AS A CASINO, OTHER THAN AS
PROVIDED UNDER THE GAMING SUBLEASE, PURSUANT TO LEGAL REQUIREMENTS, TEMPORARY
CLOSURES AS A RESULT OF CASUALTY OR OTHER EVENTS OUTSIDE THE REASONABLE CONTROL
OF BORROWERS.
5.1.23
LIQUOR MANAGEMENT AT HOTEL/CASINO