NEW GAMING OPERATOR POSSESSING ALL GAMING
LICENSES AND OTHER GOVERNMENTAL APPROVALS NECESSARY TO CONDUCT ALL GAMING
OPERATIONS AT THE HOTEL/CASINO PROPERTY, SUBJECT TO GAMING BORROWER'S OBLIGATION
TO TRANSFER ITS RESPONSIBILITIES UNDER THE CASINO COMPONENT LEASE TO SUCH NEW
GAMING OPERATOR AND TO REASONABLY COOPERATE WITH THE TRANSITION OF THE GAMING
OPERATIONS FROM GAMING BORROWER TO SUCH NEW GAMING OPERATOR), IN ACCORDANCE WITH
THE TERMS OF THE CASINO COMPONENT LEASE; PROVIDED THAT SUCH LENDER SUCCESSOR
OWNER SHALL BE OBLIGATED TO PAY A THEN MARKET RATE CASINO MANAGEMENT FEE WHICH
IS REASONABLE AND CUSTOMARY FOR SIMILAR CASINOS IN LAS VEGAS, NEVADA, AND (III)
AT ANY TIME AFTER FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHER SIMILAR
TRANSFER OF THE CASINO COMPONENT TO A LENDER SUCCESSOR OWNER, AT THE OPTION OF
SUCH LENDER SUCCESSOR OWNER EXERCISED BY WRITTEN NOTICE TO GAMING BORROWER, SUCH
LENDER SUCCESSOR OWNER SHALL HAVE THE RIGHT TO TERMINATE THE CASINO COMPONENT
LEASE WITHOUT PENALTY OR TERMINATION FEE.
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(F)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, LENDER MAY ELECT, UPON WRITTEN NOTICE, TO
REQUIRE GAMING BORROWER OR ANY OTHER BORROWER TO SURRENDER OR RELINQUISH ONE OR
MORE OR ALL OF THE GAMING LICENSES HELD BY SUCH PERSON(S).
IF GAMING BORROWER
OR SUCH OTHER BORROWER FAILS OR REFUSES TO SO RELINQUISH SUCH GAMING LICENSE(S)
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF SUCH WRITTEN NOTICE, THEN LENDER
IS HEREBY APPOINTED (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) AS EACH
BORROWER'S ATTORNEY IN FACT WITH FULL AUTHORITY TO SURRENDER OR RELINQUISH EACH
SUCH GAMING LICENSE ON EACH SUCH BORROWER'S BEHALF, THE FOREGOING POWER BEING
IRREVOCABLE AND COUPLED WITH AN INTEREST.
(G)
GAMING BORROWER AGREES TO (I) EXECUTE SUCH
AFFIDAVITS AND CERTIFICATES AS LENDER SHALL REASONABLY REQUIRE TO FURTHER
EVIDENCE THE AGREEMENTS HEREIN CONTAINED, (II) ON REQUEST FROM LENDER, FURNISH
LENDER WITH COPIES OF SUCH INFORMATION AS HOTEL/CASINO BORROWER IS ENTITLED TO
RECEIVE UNDER THE CASINO COMPONENT LEASE, AND (III) COOPERATE WITH LENDER'S
REPRESENTATIVE IN ANY INSPECTION OF ALL OR ANY PORTION OF THE CASINO COMPONENT
FROM TIME TO TIME AT REASONABLE TIMES DURING BUSINESS HOURS.
(H)
LENDER AGREES TO COOPERATE WITH ALL GAMING
AUTHORITIES IN CONNECTION WITH THE ADMINISTRATION OF ITS REGULATORY JURISDICTION
OVER THE GAMING OPERATOR, GAMING BORROWER AND ANY OTHER PERSON LICENSED BY OR
REGISTERED WITH THE GAMING AUTHORITIES, INCLUDING THE PROVISION OF SUCH
DOCUMENTS OR OTHER INFORMATION AS MAY BE REQUESTED BY THE GAMING AUTHORITIES
RELATING TO THE GAMING SUBLEASE, THE CASINO COMPONENT LEASE OR THE LOAN
DOCUMENTS.
ADDITIONALLY, LENDER ACKNOWLEDGES AND UNDERSTANDS THAT (A) IT IS
SUBJECT TO BEING CALLED FORWARD BY THE GAMING AUTHORITIES, IN THEIR DISCRETION,
FOR LICENSING OR A FINDING OF SUITABILITY, (B) ALL RIGHTS, REMEDIES AND POWERS
PROVIDED IN THIS AGREEMENT MAY BE EXERCISED ONLY TO THE EXTENT THE EXERCISE
THEREOF DOES NOT VIOLATE ANY APPLICABLE GAMING LAWS, AND (C) TO THE EXTENT PRIOR
APPROVAL OF THE GAMING AUTHORITIES IS REQUIRED PURSUANT TO APPLICABLE GAMING
LAWS FOR THE EXERCISE, OPERATION AND EFFECTIVENESS OF ANY REMEDY HEREUNDER OR