OF
SECURITIES AND THE RATING ASSIGNED TO EACH SUCH CLASS BY THE RATING AGENCIES
SHALL PROVIDE THE MOST FAVORABLE RATING LEVELS AND ACHIEVE THE OPTIMUM RATING
LEVELS FOR THE LOAN, PROVIDED, HOWEVER, THAT (I) SUCH NEW NOTES OR MODIFIED NOTE
WILL NOT CHANGE THE INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF
PRINCIPAL SET FORTH IN THE NOTE UNLESS THE VARYING INTEREST RATES SHALL HAVE THE
SAME INITIAL WEIGHTED AVERAGE COUPON OF THE ORIGINAL NOTE, (II) SUCH AMENDMENTS
TO THE LOAN DOCUMENTS OR THE NEW NOTES OR MODIFIED NOTE WILL NOT MODIFY OR AMEND
ANY OTHER ECONOMIC OR MATERIAL TERM OF THE LOAN IN A MANNER MATERIALLY ADVERSE
TO BORROWERS, HRHI OR GUARANTORS OR ANY OF THEIR RESPECTIVE CONSTITUENT MEMBERS,
OR (III) SUCH AMENDMENTS TO THE LOAN DOCUMENTS WILL NOT MATERIALLY INCREASE
BORROWERS' OR GUARANTORS' OBLIGATIONS AND LIABILITIES UNDER THE LOAN DOCUMENTS
OR MATERIALLY DECREASE THE RIGHTS OF BORROWERS UNDER THE LOAN DOCUMENTS;
(G)
IF REQUESTED BY LENDER, REVIEW ANY
INFORMATION REGARDING ANY PROPERTY, THE IP, ANY BORROWER, HRHI, THE GAMING
OPERATOR, ANY MANAGER, THE LIQUOR MANAGER AND/OR THE LOAN WHICH IS CONTAINED IN
ANY PRELIMINARY OR FINAL PRIVATE PLACEMENT MEMORANDUM, PROSPECTUS, PROSPECTUS
SUPPLEMENT (INCLUDING ANY AMENDMENT OR SUPPLEMENT TO EITHER THEREOF), OR OTHER
DISCLOSURE DOCUMENT TO BE USED BY LENDER OR ANY AFFILIATE THEREOF; AND
(H)
SUPPLY TO LENDER SUCH DOCUMENTATION,
FINANCIAL STATEMENTS AND REPORTS CONCERNING ANY BORROWER, HRHI, ANY GUARANTOR,
THE LOAN, ANY PROPERTY AND/OR THE IP IN FORM AND SUBSTANCE REQUIRED IN ORDER TO
COMPLY WITH ANY APPLICABLE SECURITIES LAWS.
Lender shall pay all reasonable third party costs and expenses (excluding fees
and expenses of Borrowers' legal counsel) in excess of Twenty Thousand Dollars
($20,000) incurred by Borrowers in connection with Borrowers' complying with
requests made under this Section 9.1 and/or under Section 9.1.2 hereof,
provided, however, the fees and expenses of Borrowers' legal counsel and
Borrowers' administrative costs shall not be included in such amount and
Borrowers shall remain at all times responsible for the fees and expenses of its
legal counsel and its own administrative costs.
In addition to the foregoing,
Lender expressly acknowledges and agrees that Borrowers shall not be required to
pay any Rating Agency surveillance charges.
9.1.2
RE-DATING.
IN CONNECTION WITH A SECURITIZATION OR
OTHER SALE OF ALL OR A PORTION OF THE LOAN, LENDER SHALL HAVE THE RIGHT TO
MODIFY ALL OPERATIVE DATES (INCLUDING, BUT NOT LIMITED TO, PAYMENT DATES,
INTEREST PERIOD START DATES AND END DATES, ETC) UNDER THE LOAN
216
DOCUMENTS, BY UP TO TEN (10) DAYS (SUCH ACTION AND ALL RELATED ACTION IS A
"RE-DATING") SO LONG AS SUCH MODIFICATION SHALL NOT HAVE A MATERIALLY ADVERSE
EFFECT ON BORROWERS.
BORROWERS SHALL COOPERATE WITH LENDER TO IMPLEMENT ANY
RE-DATING.
IF ANY BORROWER FAILS TO COOPERATE WITH LENDER WITHIN TEN (10)
BUSINESS DAYS OF WRITTEN REQUEST BY LENDER, LENDER IS HEREBY APPOINTED AS EACH
BORROWER'S ATTORNEY-IN-FACT TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO
ACCOMPLISH THE RE-DATING, THE FOREGOING POWER OF ATTORNEY BEING COUPLED WITH AN
INTEREST.
Section