CLAIM AGAINST ANY TRUST (OR ITS ASSIGNS OR
BENEFICIARIES) AS HOLDER OF THE NOTE OR ANY INTEREST THEREIN IN CONNECTION WITH
THE FUTURE FUNDING OBLIGATIONS OR AGAINST ANY JUNIOR HOLDER, OTHER THAN WITH
RESPECT TO THE FUTURE FUNDING OBLIGATIONS ASSOCIATED WITH ITS JUNIOR
PARTICIPATION.
238
(B)
LENDER AND/OR ANY JUNIOR HOLDER MAY ASSIGN,
TRANSFER OR SELL ALL OR ANY PORTION OF ITS FUTURE FUNDING OBLIGATION AND SHALL
THEREAFTER BE RELIEVED OF SUCH FUTURE FUNDING OBLIGATION, PROVIDED THAT SUCH
ASSIGNEE AT THE TIME OF ASSIGNMENT ASSUMES SUCH FUTURE FUNDING OBLIGATION IN
WRITING IN A MANNER DIRECTLY ENFORCEABLE BY, AND REASONABLY ACCEPTABLE TO,
BORROWERS AND SUCH ASSUMPTION IS DELIVERED TO BORROWERS.
AT SUCH TIME AS LENDER
HAS SO TRANSFERRED ALL OF THE FUTURE FUNDING OBLIGATIONS PURSUANT TO THIS
SECTION 10.25, THE NAMED LENDER HEREUNDER SHALL HAVE NO FUTURE FUNDING
OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS.
NOTWITHSTANDING THE
FOREGOING, LENDER EXPRESSLY AGREES THAT NO MATTER HOW MANY PARTICIPATIONS LENDER
MAY CREATE, ASSIGN, TRANSFER OR SELL WITH RESPECT TO THE FUTURE FUNDING
OBLIGATIONS, BORROWERS SHALL ONLY HAVE TO DEAL WITH THE ADMINISTRATIVE AGENT IN
CONNECTION WITH OBTAINING ANY ADVANCE UNDER THE FUTURE FUNDING OBLIGATIONS.
ARTICLE XI.
INTENTIONALLY OMITTED
ARTICLE XII.
GAMING PROVISIONS
Section 12.1
Operation of Casino Component.
(A)
BORROWERS SHALL (I) CAUSE HRHI TO OBSERVE
AND PERFORM THE OBLIGATIONS IMPOSED UPON THE LESSOR UNDER THE GAMING SUBLEASE IN
A COMMERCIALLY REASONABLE MANNER; (II) CAUSE HRHI TO ENFORCE THE TERMS,
COVENANTS AND CONDITIONS CONTAINED IN THE GAMING SUBLEASE AND THE GAMING
RECOGNITION AGREEMENT UPON THE PART OF THE GAMING OPERATOR THEREUNDER TO BE
OBSERVED OR PERFORMED IN A COMMERCIALLY REASONABLE MANNER AND IN A MANNER NOT TO
IMPAIR THE VALUE OF THE CASINO COMPONENT OR THE HOTEL/CASINO PROPERTY; (III) NOT
ALLOW ANY AMENDMENT TO OR TERMINATION OR MODIFICATION OF THE GAMING SUBLEASE
WITHOUT THE CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
OTHER THAN MODIFICATIONS OF A MINISTERIAL AND NON-MONETARY NATURE; (IV) NOT
PERMIT HRHI TO COLLECT ANY OF THE RENTS OR OTHER PAYMENTS DUE UNDER THE GAMING
SUBLEASE MORE THAN ONE (1) MONTH IN ADVANCE; AND (V) NOT PERMIT HRHI TO EXECUTE
ANY ASSIGNMENT OF ITS INTEREST IN THE GAMING SUBLEASE.
(B)
AS SOON AS PRACTICABLE AFTER THE DATE
HEREOF, BORROWERS SHALL SUBMIT OR CAUSE TO BE SUBMITTED ANY AND ALL
APPLICATIONS, FILINGS AND OTHER SUBMISSIONS REQUIRED BY THE GAMING AUTHORITIES
OR PURSUANT TO ANY GAMING LAWS TO OBTAIN THE GAMING LICENSES NECESSARY TO PERMIT
THE OPERATION OF THE CASINO COMPONENT BY GAMING BORROWER AS CONTEMPLATED
HEREIN.
BORROWERS SHALL TIMELY PAY ALL APPLICATION FEES, INVESTIGATIVE FEES AND
OTHER COSTS OR FEES REQUIRED BY THE GAMING AUTHORITIES WITH RESPECT TO SAID
APPROVALS AND LICENSES OR ARISING IN CONNECTION WITH THE DILIGENT PROSECUTION OF
SUCH APPLICATIONS.
BORROWERS SHALL DILIGENTLY AND COMPREHENSIVELY RESPOND TO
ANY INQUIRIES AND REQUESTS FROM THE GAMING AUTHORITIES AND PROMPTLY FILE OR
CAUSE TO BE FILED ANY ADDITIONAL INFORMATION REQUIRED IN CONNECTION WITH SUCH
APPLICATIONS OR FILINGS AS SOON AS PRACTICABLE AFTER RECEIPT OF REQUESTS
THEREFOR.
(C)