ALL APPLICABLE GAMING LAWS;
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(G)
NO SUCH PERMITTED TRANSFER OF A DIRECT INTEREST IN ANY RESTRICTED
PARTY OR OF AN INDIRECT INTEREST IN A RESTRICTED PARTY THAT RESULTS IN A CHANGE
OF CONTROL OF SUCH RESTRICTED PARTY SHALL BE TO ANY DISQUALIFIED TRANSFEREE; AND
(H)
NO SUCH PERMITTED TRANSFER SHALL RESULT, DIRECTLY OR INDIRECTLY,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN ANY DISQUALIFIED TRANSFEREE BEING IN
CONTROL OF ANY RESTRICTED PARTY OR HAVING A DIRECT INTEREST IN A RESTRICTED
PARTY.
5.2.11.
TIMESHARE PROJECT.
(A)
IT IS HEREBY ACKNOWLEDGED AND AGREED THAT, SUBJECT TO THE
PROVISIONS SET FORTH IN THIS SECTION 5.2.11, EACH OF BORROWER, TSP OWNER AND ANY
AFFILIATE OF THE FOREGOING (AS APPLICABLE) SHALL HAVE THE RIGHT IN ITS SOLE
DISCRETION TO (I) SELL THE TIMESHARE PROJECT PROPERTY TO ANY PERSON THAT IS NOT
AN AFFILIATE OF BORROWER (A "TIMESHARE PROJECT SALE") UPON TERMS THAT DO NOT
CONTEMPLATE ANY CONTINUING INVOLVEMENT OR OBLIGATIONS OF BORROWER OR TSP OWNER
AFTER THE CLOSING THEREOF (OTHER THAN USUAL AND CUSTOMARY INDEMNIFICATION
OBLIGATIONS WITH RESPECT TO SELLER REPRESENTATIONS AND PRORATIONS), (II) ENTER
INTO ANY TIMESHARE PROJECT UPON TERMS THAT ARE CONTEMPLATED WITHIN THE
PARAMETERS DESCRIBED ON SCHEDULE X OR SUCH OTHER TERMS THAT ARE MORE FAVORABLE
TO BORROWER AND TSP OWNER WITH ANY PERSON THAT IS NOT AN AFFILIATE OF BORROWER
(A "SCHEDULE X PROJECT"), OR (III) WITH THE PRIOR WRITTEN CONSENT OF LENDER
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), ENTER
INTO ANY OTHER TIMESHARE PROJECT.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NEITHER
BORROWER, TSP OWNER NOR ANY AFFILIATE OF THE FOREGOING (AS APPLICABLE) SHALL
COMMENCE, OR CAUSE OR PERMIT ANY OTHER PERSON TO COMMENCE, ANY ASPECT OR
COMPONENT OF ANY TIMESHARE PROJECT OR TO EXECUTE, DELIVER, ENTER INTO OR
OTHERWISE AGREE TO BE BOUND BY ANY TIMESHARE PROJECT DOCUMENT, UNLESS THE
FOLLOWING CONDITIONS ARE AND REMAIN SATISFIED (OR WAIVED BY LENDER IN ITS SOLE
DISCRETION):
(I)
EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE OR A SCHEDULE X
PROJECT, LENDER SHALL HAVE RECEIVED A TIMESHARE PROJECT PLAN, TOGETHER WITH A
TRUE, CORRECT AND COMPLETE COPY OF ALL TIMESHARE PROJECT DOCUMENTS AS AND WHEN
THE SAME SHALL BE AVAILABLE, TOGETHER WITH ANY OTHER INFORMATION OR
DOCUMENTATION REASONABLY REQUESTED BY LENDER;
(II)
THE EXECUTION AND DELIVERY OF EACH TIMESHARE PROJECT DOCUMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY WILL NOT HAVE A
MATERIAL ADVERSE EFFECT OR ADVERSELY EFFECT THE STATUS OF ANY SPE ENTITY AS A
SPECIAL PURPOSE ENTITY;
(III)
(EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE OR A SCHEDULE X
PROJECT) ALL TIMESHARE PROJECT DOCUMENTS SHALL HAVE BEEN NEGOTIATED ON AN
ARMS'-LENGTH BASIS AND THAT THE TERMS THEREOF ARE COMMERCIALLY REASONABLE;
(IV)
EXCEPT WITH RESPECT TO A TIMESHARE PROJECT SALE, THE APPLICABLE
TIMESHARE PROJECT DOCUMENTS SHALL PROVIDE THAT SUCH TIMESHARE PROJECT BE
CONSTRUCTED, OPERATED, MAINTAINED AND MANAGED IN ACCORDANCE WITH STANDARDS OF AT
LEAST QUALITATIVELY EQUAL TO THE PROPERTY IN ALL MATERIAL RESPECTS;
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(V)
EXCEPT WITH RESPECT TO A TIMESHARE