ALSO STATE THAT THE REPRESENTATIONS AND
WARRANTIES OF BORROWER SET FORTH IN SECTION 4.1.30 ARE TRUE AND CORRECT AS OF
THE DATE OF SUCH CERTIFICATE AND THAT THERE ARE NO TRADE PAYABLES OUTSTANDING
FOR MORE THAN SIXTY (60) DAYS OTHER THAN THOSE BEING CONTESTED BY BORROWER IN
GOOD FAITH IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. BORROWER WILL
FURNISH, OR CAUSE TO BE FURNISHED, TO LENDER ON OR BEFORE TEN (10) DAYS AFTER
THE END OF EACH CALENDAR MONTH, AN OFFICER'S CERTIFICATE CERTIFYING AS TO THE
AMOUNT OF THE GAMING LIQUIDITY REQUIREMENT (INCLUDING A CALCULATION OF THE
DETERMINATION THEREOF) AND THE GAMING OPERATING RESERVE WITH RESPECT TO SUCH
MONTH, INCLUDING ANY CHANGES TO THE FOREGOING DURING SUCH MONTH, THE FOREGOING
TO BE IN FORM AND, WITH RESPECT TO THE GAMING OPERATING RESERVE, IN SUBSTANCE
REASONABLY ACCEPTABLE TO LENDER.
(D)
FOR THE PARTIAL YEAR PERIOD COMMENCING ON
THE DATE HEREOF, AND FOR EACH FISCAL YEAR THEREAFTER, BORROWER SHALL SUBMIT TO
LENDER AN ANNUAL BUDGET NOT LATER THAN SIXTY (60) DAYS PRIOR TO THE COMMENCEMENT
OF SUCH PERIOD OR FISCAL YEAR IN FORM REASONABLY SATISFACTORY TO LENDER.
THE
ANNUAL BUDGET AND ANY AMENDMENT OR OTHER MODIFICATION THERETO SHALL BE SUBJECT
TO LENDER'S REASONABLE APPROVAL (EACH SUCH ANNUAL BUDGET, AN "APPROVED ANNUAL
BUDGET") IN EACH INSTANCE.
IN THE EVENT THAT LENDER OBJECTS TO A PROPOSED
ANNUAL BUDGET OR ANY AMENDMENT OR OTHER MODIFICATION THERETO SUBMITTED BY
BORROWER WHICH REQUIRES THE APPROVAL OF LENDER HEREUNDER, LENDER SHALL ADVISE
BORROWER OF SUCH OBJECTIONS WITHIN FIFTEEN (15) DAYS AFTER RECEIPT THEREOF (AND
DELIVER TO BORROWER A REASONABLY DETAILED DESCRIPTION OF SUCH OBJECTIONS) AND
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BORROWER SHALL PROMPTLY REVISE SUCH ANNUAL BUDGET AND RESUBMIT THE SAME TO
LENDER.
LENDER SHALL ADVISE BORROWER OF ANY OBJECTIONS TO SUCH REVISED ANNUAL
BUDGET WITHIN TEN (10) DAYS AFTER RECEIPT THEREOF (AND DELIVER TO BORROWER A
REASONABLY DETAILED DESCRIPTION OF SUCH OBJECTIONS) AND BORROWER SHALL PROMPTLY
REVISE THE SAME IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THIS
SECTION 5.1.11(D) UNTIL LENDER APPROVES THE ANNUAL BUDGET.
UNTIL SUCH TIME THAT
LENDER APPROVES A PROPOSED ANNUAL BUDGET (INCLUDING ANY AMENDMENT OR OTHER
MODIFICATION THERETO) WHICH REQUIRES THE APPROVAL OF LENDER HEREUNDER, THE MOST
RECENTLY APPROVED ANNUAL BUDGET SHALL APPLY; PROVIDED, THAT SUCH APPROVED ANNUAL
BUDGET SHALL BE ADJUSTED TO REFLECT ACTUAL INCREASES IN TAXES, INSURANCE
PREMIUMS, UTILITIES EXPENSES, UNION WAGE ADJUSTS AND ANY OTHER NON-DISCRETIONARY
COST OR EXPENSE REQUIRED TO BE PAID TO CONTINUE THE OPERATION OF THE PROPERTY IN
THE NORMAL COURSE.
(E)
IN THE EVENT THAT BORROWER MUST INCUR AN
EXTRAORDINARY OPERATING EXPENSE OR CAPITAL EXPENDITURE NOT SET FORTH IN THE
APPROVED ANNUAL BUDGET (EACH, AN "EXTRAORDINARY EXPENSE"), THEN BORROWER SHALL
PROMPTLY DELIVER TO LENDER A REASONABLY DETAILED EXPLANATION OF SUCH PROPOSED
EXTRAORDINARY EXPENSE FOR LENDER'S APPROVAL.
(F)
IF, AT THE TIME A DISCLOSURE DOCUMENT IS
BEING PREPARED FOR A SECURITIZATION, LENDER EXPECTS THAT BORROWER ALONE OR
BORROWER AND ONE OR MORE AFFILIATES OF BORROWER COLLECTIVELY, OR THE PROPERTY
ALONE OR THE PROPERTY AND RELATED PROPERTIES COLLECTIVELY, WILL BE