ANY MANAGEMENT AGREEMENT OR THE SUB-MANAGEMENT
AGREEMENT WITHOUT THE PRIOR CONSENT OF LENDER, WHICH CONSENT MAY BE WITHHELD IN
LENDER'S SOLE DISCRETION.
(C)
HOTEL/CASINO BORROWER SHALL NOT, WITHOUT
LENDER'S PRIOR CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED): (I) SUBJECT TO SECTION 9.5.2 HEREOF, SURRENDER,
TERMINATE OR CANCEL ANY LIQUOR MANAGEMENT AGREEMENT; PROVIDED, THAT HOTEL/CASINO
BORROWER MAY, WITHOUT LENDER'S CONSENT, REPLACE THE LIQUOR MANAGER SO LONG AS
THE REPLACEMENT LIQUOR MANAGER IS A QUALIFIED LIQUOR MANAGER PURSUANT TO A
REPLACEMENT LIQUOR MANAGEMENT AGREEMENT; (II) REDUCE OR CONSENT TO THE REDUCTION
OF THE TERM OF THE LIQUOR MANAGEMENT AGREEMENT; (III) INCREASE OR CONSENT TO THE
INCREASE OF THE AMOUNT OF ANY CHARGES OR FEES UNDER THE LIQUOR MANAGEMENT
AGREEMENT; OR (IV) OTHERWISE MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND, OR
WAIVE OR RELEASE ANY OF ITS RIGHTS AND REMEDIES UNDER, ANY LIQUOR MANAGEMENT
AGREEMENT IN ANY MATERIAL RESPECT.
(D)
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, HOTEL/CASINO BORROWER SHALL NOT EXERCISE ANY
RIGHTS, MAKE ANY DECISIONS, GRANT ANY APPROVALS OR OTHERWISE TAKE ANY ACTION
UNDER THE LIQUOR MANAGEMENT AGREEMENT WITHOUT THE PRIOR CONSENT OF LENDER, WHICH
CONSENT MAY BE WITHHELD IN LENDER'S SOLE DISCRETION.
5.2.2
LIENS.
NO BORROWER SHALL CREATE, INCUR, ASSUME OR
SUFFER TO EXIST ANY LIEN ON ANY PORTION OF ANY PROPERTY OR THE IP OR KNOWINGLY
PERMIT ANY SUCH ACTION TO BE TAKEN, EXCEPT: (I) PERMITTED ENCUMBRANCES AND
PERMITTED IP ENCUMBRANCES; (II) LIENS CREATED BY OR PERMITTED PURSUANT TO THE
LOAN DOCUMENTS; AND (III) LIENS FOR TAXES OR OTHER CHARGES NOT YET DELINQUENT.
5.2.3
DISSOLUTION.
NO BORROWER SHALL (A) 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 ITS PROPERTY OR THE IP, (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 SUCH BORROWER EXCEPT TO THE
EXTENT PERMITTED BY THE LOAN DOCUMENTS, OR (D) MODIFY, AMEND, WAIVE OR TERMINATE
(I) ITS ORGANIZATIONAL DOCUMENTS IN ANY MATERIAL RESPECT OR IN ANY RESPECT WITH
REGARD TO THE PROVISIONS CONCERNING ANY BORROWER'S STATUS AS A SPECIAL PURPOSE
ENTITY, OR (II) ITS QUALIFICATION AND GOOD STANDING IN ANY JURISDICTION, IN EACH
CASE, WITHOUT OBTAINING THE PRIOR CONSENT OF LENDER.
5.2.4
CHANGE IN BUSINESS.
NO BORROWER SHALL ENTER INTO ANY
LINE OF BUSINESS OTHER THAN THE OWNERSHIP AND OPERATION OF ITS PROPERTY OR THE
IP, OR MAKE ANY MATERIAL CHANGE IN THE SCOPE OR NATURE OF ITS BUSINESS
OBJECTIVES, PURPOSES OR OPERATIONS, OR UNDERTAKE OR PARTICIPATE IN A MATERIAL
MANNER IN ACTIVITIES OTHER THAN THE CONTINUANCE OF ITS PRESENT BUSINESS.
5.2.5
DEBT CANCELLATION.
NO BORROWER SHALL CANCEL OR
OTHERWISE FORGIVE OR RELEASE ANY MATERIAL CLAIM OR DEBT (OTHER THAN TERMINATION
OF LEASES IN ACCORDANCE HEREWITH) OWED TO SUCH BORROWER BY ANY PERSON, EXCEPT
FOR ADEQUATE CONSIDERATION AND IN THE ORDINARY COURSE OF SUCH BORROWER'S
BUSINESS.
5.2.6
ZONING.