BORROWER UNDER THE GAMING SUBLEASE, AND/OR (II) WITHOUT
DUPLICATION OF THE FOREGOING CLAUSE (I), ANY INCOME, PROCEEDS OR REVENUE
GENERATED FROM GAMING ACTIVITIES AT ANY PROPERTY, IN EACH OF THE FOREGOING
INSTANCES, TO THE EXTENT SO MISAPPROPRIATED OR CONVERTED; (D) ANY RENTS PAID
MORE THAN ONE (1) MONTH IN ADVANCE IN VIOLATION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, TO THE EXTENT SO MISAPPROPRIATED OR CONVERTED; AND/OR (E) ANY
SECURITY DEPOSITS, TO THE EXTENT SO MISAPPROPRIATED OR CONVERTED;
(V)
THE FAILURE TO PAY (OR TO DEPOSIT INTO THE
RESERVE FUNDS AMOUNTS SUFFICIENT TO PAY) ALL TAXES AND ALL OTHER COSTS GIVING
RISE TO ANY LIEN ON ANY PORTION OF ANY PROPERTY OR THE IP WITH PRIORITY OVER OR
EQUAL TO THE LIEN OF THE LOAN DOCUMENTS IN VIOLATION OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, TO THE EXTENT THAT THERE IS SUFFICIENT GROSS INCOME FROM
OPERATIONS TO MAKE SUCH PAYMENTS (OR DEPOSITS, AS APPLICABLE);
(VI)
IF ANY BORROWER FAILS TO MAINTAIN ITS STATUS
AS A SPECIAL PURPOSE ENTITY AS REQUIRED PURSUANT TO THE TERMS HEREOF;
(VII)
IF BORROWERS FAIL TO OBTAIN LENDER'S CONSENT TO
ANY SUBORDINATE FINANCING, MORTGAGE OR OTHER VOLUNTARY LIEN ENCUMBERING ANY
PROPERTY OR THE IP OTHER THAN PERMITTED ENCUMBRANCES AND PERMITTED IP
ENCUMBRANCES;
(VIII)
THE FAILURE TO MAINTAIN INSURANCE COVERAGE UNDER
BLANKET INSURANCE POLICIES TO THE EXTENT PERMITTED UNDER THIS AGREEMENT;
(IX)
IF ANY OF THE EVENTS SET FORTH IN CLAUSES
(A), (B) OR (C) OF SECTION 5.2.11 HEREOF SHALL OCCUR WITHOUT THE PRIOR APPROVAL
OF LENDER;
(X)
IF ANY OF THE RESTRICTIONS TO TRANSFER SET
FORTH IN SECTION 5.2.10 HEREOF OR IN ANY OF THE OTHER LOAN DOCUMENTS ARE
VIOLATED;
(XI)
IF LENDER OR ANY AFFILIATE THEREOF SHALL
SUCCEED TO THE INTEREST OF HRHI UNDER THE GAMING SUBLEASE FOLLOWING A
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR SIMILAR TRANSFER, ANY ACTUAL LOSS,
COST, DAMAGE OR EXPENSE
221
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES)
SUFFERED BY LENDER OR SUCH AFFILIATE AS A RESULT OF: (A) ANY ACT, OMISSION,
NEGLECT OR DEFAULT OF HRHI UNDER THE GAMING SUBLEASE, (B) ANY CLAIM, DEFENSE,
COUNTERCLAIM OR OFFSET WHICH THE GAMING OPERATOR MAY HAVE UNDER THE GAMING
SUBLEASE AGAINST HRHI, (C) ANY OBLIGATION TO MAKE ANY PAYMENT TO THE GAMING
OPERATOR UNDER THE GAMING SUBLEASE WHICH WAS REQUIRED TO BE MADE BY OR ON BEHALF
OF HRHI PRIOR TO THE TIME LENDER OR SUCH AFFILIATE SUCCEEDED TO HRHI'S INTEREST
UNDER THE GAMING SUBLEASE, (D) ANY MONIES DEPOSITED WITH HRHI UNDER THE GAMING
SUBLEASE, EXCEPT TO THE EXTENT SUCH MONIES ARE ACTUALLY RECEIVED BY LENDER OR
SUCH AFFILIATE, (E) ANY OBLIGATION TO COMPLETE OR PERMIT THE CONSTRUCTION OF ANY
IMPROVEMENTS UNDER THE GAMING SUBLEASE ARISING WHILE HRHI WAS THE SUBLANDLORD
UNDER THE GAMING SUBLEASE, AND/OR (F) ANY DEFAULT BY HRHI UNDER THE GAMING LEASE
BEYOND APPLICABLE NOTICE AND CURE PERIODS;
(XII)
IF HRHI OR ANY AFFILIATE THEREOF SHALL SEND A
NOTICE TO GAMING OPERATOR UNDER SECTION 6(A), (C) OR (D) OF THE GAMING
RECOGNITION AGREEMENT WHICH CONFLICTS