COLLATERAL
HEREUNDER SUBJECT ONLY TO MPI PERMITTED ENCUMBRANCES; AND (III) PROVIDE AGENT
BANK WITH ADEQUATE ASSURANCES OF SUCH ENCUMBRANCE AND PRIORITY.
SECTION 5.05.
NO CHANGE IN CHARACTER OF BUSINESS OR
LOCATION OF CHIEF EXECUTIVE OFFICE.
AT ALL TIMES THROUGHOUT THE TERM OF THE
CREDIT FACILITY (A) THE CHIEF EXECUTIVE OFFICE OF BORROWERS SHALL BE LOCATED AT
STATE ROUTE 2, SOUTH, P.O. BOX 356, CHESTER, WEST VIRGINIA 26034; PROVIDED,
HOWEVER, BORROWERS SHALL BE ENTITLED TO MOVE THEIR CHIEF EXECUTIVE OFFICE TO
ANOTHER LOCATION UPON NO LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
AGENT BANK, (B) THE HOTEL/CASINO FACILITIES SHALL BE OPERATED BY THE BORROWER
CONSOLIDATION, AND (C) BORROWERS SHALL NOT EFFECT A MATERIAL CHANGE IN THE
NATURE AND CHARACTER OF THE BUSINESS AT THE HOTEL/CASINO FACILITIES AS PRESENTLY
CONDUCTED AND AS PRESENTLY CONTEMPLATED AND DISCLOSED TO BANKS.
SECTION 5.06.
PRESERVATION AND MAINTENANCE OF
PROPERTIES AND ASSETS; ACQUISITION OF ADDITIONAL PROPERTY.
A.
AT ALL TIMES THROUGHOUT THE TERM OF THE
CREDIT FACILITY, (I) THE BORROWER CONSOLIDATION SHALL OPERATE, MAINTAIN AND
PRESERVE ALL RIGHTS, PRIVILEGES, FRANCHISES, LICENSES, GAMING PERMITS AND OTHER
PROPERTIES AND ASSETS NECESSARY TO CONDUCT ITS BUSINESSES AND THE HOTEL/CASINO
FACILITIES, IN ACCORDANCE WITH ALL APPLICABLE GOVERNMENTAL LAWS, ORDINANCES,
APPROVALS, RULES AND REGULATIONS AND REQUIREMENTS, INCLUDING, BUT NOT LIMITED
TO, ZONING, SANITARY, POLLUTION, BUILDING, ENVIRONMENTAL AND SAFETY LAWS AND
ORDINANCES, RULES AND REGULATIONS PROMULGATED THEREUNDER, AND (II) BORROWERS
SHALL NOT CONSOLIDATE WITH, REMOVE, DEMOLISH, MATERIALLY ALTER, DISCONTINUE THE
USE OF, SELL, TRANSFER, ASSIGN, HYPOTHECATE OR OTHERWISE DISPOSE OF TO ANY
PERSON, ANY PART OF ITS PROPERTIES AND ASSETS NECESSARY FOR THE CONTINUANCE OF
ITS BUSINESS, AS PRESENTLY CONDUCTED AND AS PRESENTLY CONTEMPLATED, OTHER THAN
IN THE NORMAL COURSE OF
82
BUSINESS, ALTERATIONS OR MODIFICATIONS AS ARE REASONABLY EXPECTED TO INCREASE
THE VALUE OF THE COLLATERAL, OR AS OTHERWISE PERMITTED PURSUANT TO THIS CREDIT
AGREEMENT.
B.
FURTHERMORE, IN THE EVENT ANY BORROWER,
OR ANY AFFILIATE AND/OR RELATED ENTITY THEREOF, SHALL ACQUIRE ANY OTHER REAL
PROPERTY OR RIGHTS TO THE USE OF REAL PROPERTY WHICH IS: (I) ADJACENT TO ANY OF
THE COLLATERAL PROPERTIES AND USED IN A MATERIAL MANNER IN CONNECTION WITH THE
USE AND/OR OPERATION AT THE COLLATERAL PROPERTIES, THE HOTEL/CASINO FACILITIES,
OR ANY OF THEM, OR (II) IF NOT SO ADJACENT, NECESSARY AND REQUIRED FOR THE USE
AND OPERATION OF SUCH COLLATERAL PROPERTY, HOTEL/CASINO FACILITIES, OR ANY OF
THEM, BORROWERS SHALL CONCURRENTLY WITH THE ACQUISITION OF SUCH REAL PROPERTY OR
THE RIGHTS TO THE USE OF SUCH REAL PROPERTY, EXECUTE OR CAUSE THE EXECUTION OF
SUCH DOCUMENTS AS MAY BE NECESSARY TO ADD SUCH REAL PROPERTY OR RIGHTS TO THE
USE OF REAL PROPERTY AS COLLATERAL UNDER THE BANK FACILITIES, TOGETHER WITH EACH
OF THE NEW ACQUISITION CERTIFICATIONS.
C.
CONCURRENTLY, OR SUBSTANTIALLY
CONCURRENT WITH CLOSING OF ANY MPI ROUTE 2 CONDEMNATION, AGENT BANK SHALL CAUSE:
(I) ANY MPI ROUTE 2 CONDEMNATION PROPERTY, WHICH WAS SUBJECT TO SUCH MPI ROUTE 2
CONDEMNATION, TO BE RELEASED FROM THE MPI SECURITY DOCUMENTS; AND (II) THE MPI
SECURITY DOCUMENTS TO BE