THE LIQUOR MANAGEMENT RESPONSIBILITIES FROM LIQUOR MANAGER TO
SUCH NEW LIQUOR MANAGER), EITHER IN ACCORDANCE WITH THE TERMS OF THE LIQUOR
MANAGEMENT AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEPOSIT
ALL REVENUE DERIVED FROM LIQUOR SALES INTO AN ACCOUNT DESIGNATED BY THE LENDER
SUCCESSOR OWNER, OR PURSUANT TO A REPLACEMENT LIQUOR SERVICES MANAGEMENT
AGREEMENT IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER AND SUCH LIQUOR
MANAGER; PROVIDED THAT (I) THE LENDER SUCCESSOR OWNER SHALL BE OBLIGATED TO PAY
A THEN MARKET RATE LIQUOR MANAGEMENT FEE WHICH IS REASONABLE AND CUSTOMARY FOR
SIMILAR HOTEL AND CASINOS IN LAS VEGAS, NEVADA, AND (II) ALL OTHER TERMS AND
ARRANGEMENTS SHALL BE USUAL AND CUSTOMARY FOR SIMILAR HOTEL AND CASINOS IN LAS
VEGAS, NEVADA.
NOTWITHSTANDING THE FOREGOING, AT ANY TIME AFTER THE
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHER SIMILAR TRANSFER OF THE
HOTEL/CASINO PROPERTY TO A LENDER SUCCESSOR OWNER, AT THE OPTION OF SUCH LENDER
SUCCESSOR OWNER EXERCISED BY WRITTEN NOTICE TO THE LIQUOR MANAGER, SUCH LENDER
SUCCESSOR OWNER SHALL HAVE THE RIGHT TO TERMINATE THE LIQUOR MANAGEMENT
AGREEMENT WITH ANY LIQUOR MANAGER WITHOUT PENALTY OR TERMINATION FEE AND, IN
CONNECTION WITH THE FOREGOING, LIQUOR MANAGER SHALL TRANSFER ITS
RESPONSIBILITIES THEREUNDER TO A PERSON SELECTED BY SUCH LENDER SUCCESSOR OWNER
IN ITS SOLE DISCRETION.
5.1.24
GAMING OPERATIONS AT THE HOTEL/CASINO PROPERTY.
(A)
ALL GAMING OPERATIONS CONDUCTED AT THE
HOTEL/CASINO PROPERTY SHALL AT ALL TIMES BE OPERATED BY A QUALIFIED GAMING
OPERATOR AND BORROWERS SHALL USE COMMERCIALLY REASONABLE BEST EFFORTS TO CONDUCT
AND/OR TO CAUSE TO BE CONDUCTED THE GAMING OPERATIONS IN SUCH A MANNER SO AS TO
MAXIMIZE GROSS INCOME FROM OPERATIONS AT THE PROPERTIES IN THE AGGREGATE.
LENDER ACKNOWLEDGES AND AGREES THAT, AS OF THE CLOSING DATE, GOLDEN HRC LLC IS A
QUALIFIED GAMING OPERATOR.
(B)
HOTEL/CASINO BORROWER ACKNOWLEDGES THAT
UNDER THE GAMING RECOGNITION AGREEMENT, LENDER HAS THE RIGHT (BUT NOT THE
OBLIGATION) TO CURE ANY DEFAULT BY HRHI UNDER THE GAMING SUBLEASE.
IN
FURTHERANCE OF THAT RIGHT, HOTEL/CASINO BORROWER SHALL PROMPTLY EXECUTE,
ACKNOWLEDGE AND DELIVER TO LENDER SUCH INSTRUMENTS AS MAY REASONABLY BE REQUIRED
TO PERMIT LENDER TO SO CURE ANY DEFAULT UNDER THE GAMING SUBLEASE.
ADDITIONALLY, SUBJECT TO THE GAMING LAWS, HOTEL/CASINO BORROWER IRREVOCABLY
APPOINTS LENDER AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT TO DO, IN ITS NAME OR
OTHERWISE, ANY AND ALL ACTS AND TO EXECUTE ANY AND ALL DOCUMENTS THAT ARE
NECESSARY TO PRESERVE ANY RIGHTS OF HOTEL/CASINO BORROWER UNDER OR WITH RESPECT
TO THE HRHI LEASE, THE GAMING SUBLEASE AND/OR THE GAMING RECOGNITION AGREEMENT
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(AND THE ABOVE POWERS GRANTED TO LENDER ARE COUPLED WITH AN INTEREST AND SHALL
BE IRREVOCABLE) TO THE EXTENT THAT HOTEL/CASINO BORROWER FAILS TO DO ANY OF THE
SAME WITHIN FIVE (5) BUSINESS DAYS FOLLOWING WRITTEN REQUEST BY LENDER.
5.1.25
INTELLECTUAL PROPERTY.
(A)
EACH BORROWER SHALL TAKE ALL ACTIONS
REASONABLY NECESSARY TO PROTECT THE IP, SUBJECT TO, AND IN COMPLIANCE WITH,
APPLICABLE IP AGREEMENTS, INCLUDING, WITHOUT LIMITATION, (I) MAINTAINING ALL
REGISTRATIONS AND APPLICATIONS WITH RESPECT TO ANY IP OWNED