COMPONENT.
(A)
SUBJECT TO EXCUSABLE DELAY, BORROWER SHALL AT ALL TIMES OPERATE
THE CASINO COMPONENT IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS AND SHALL
CONTINUE TO POSSESS AND MAINTAIN ALL LICENSES, PERMITS AND GOVERNMENTAL
APPROVALS NECESSARY TO THE LAWFUL OPERATION OF THE CASINO COMPONENT AS A CASINO.
BORROWER SHALL NOT TAKE OR PERMIT ANY ACTION THAT WOULD ADVERSELY AFFECT THE
STATUS OR GOOD STANDING OF BORROWER UNDER SUCH LICENSES, PERMITS OR GOVERNMENTAL
APPROVALS.
(B)
BORROWER SHALL OBTAIN, AS PROMPTLY AS PRACTICABLE FOLLOWING THE
DATE HEREOF, THE APPLICABLE APPROVALS OF THE GAMING AUTHORITIES REQUIRED TO
AUTHORIZE OR CONTINUE THE PLEDGE OF, AND GRANT OF SECURITY INTEREST IN, THE
INTERESTS IN OPBIZ UNDER THE OPBIZ PLEDGE AGREEMENT, AND SHALL PROMPTLY EXECUTE
ANY AND ALL SUCH INSTRUMENTS AND DOCUMENTS, DELIVER ANY CERTIFICATES AND DO ALL
SUCH OTHER ACTS OR THINGS DEEMED NECESSARY, APPROPRIATE OR DESIRABLE BY THE
GAMING AUTHORITIES TO OBTAIN SUCH APPROVALS.
(C)
PROMPTLY AFTER AND, IN ANY EVENT, WITHIN 30 DAYS AFTER, THE
CLOSING DATE, BORROWER WILL SUBMIT OR CAUSE TO BE SUBMITTED COMPLETE GAMING
APPLICATIONS, FILINGS AND OTHER SUBMISSIONS REQUIRED BY THE GAMING AUTHORITIES
OR PURSUANT TO ANY GAMING LAWS (I) TO OBTAIN ALL APPROVALS NECESSARY TO CAUSE
THE EFFECTIVENESS OF ANY SECURITY INSTRUMENT, THE OPBIZ PLEDGE AGREEMENT AND TO
CONFER THE FULL BENEFITS, RIGHTS, AND POWERS GRANTED THEREIN TO LENDER AND (II)
TO OBTAIN ALL NECESSARY GAMING LICENSES RELATED TO THE APPOINTMENT OF ANY
INDEPENDENT PERSON.
BORROWER WILL TIMELY PAY ALL GAMING APPLICATION FEES,
INVESTIGATIVE FEES AND COSTS REQUIRED BY THE GAMING AUTHORITIES WITH RESPECT TO
THESE APPROVALS AND LICENSES.
BORROWER WILL 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 GAMING APPLICATIONS OR FILINGS AS SOON AS PRACTICABLE AFTER RECEIPT OF
REQUESTS THEREFORE.
(D)
OPBIZ HEREBY ACKNOWLEDGES AND AGREES THAT THE CASINO COMPONENT
LEASE AND ANY AND ALL RIGHTS AND INTERESTS (WHETHER CHOATE OR INCHOATE AND
INCLUDING, WITHOUT LIMITATION, ALL MECHANIC'S AND MATERIALMEN'S LIENS UNDER
APPLICABLE LAW) OWED, CLAIMED OR HELD, BY OPBIZ THEREUNDER OR OTHERWISE IN AND
TO THE CASINO COMPONENT, ARE AND SHALL BE IN ALL RESPECTS SUBORDINATE AND
INFERIOR TO THE LIENS AND SECURITY INTERESTS CREATED, OR TO BE CREATED, FOR THE
BENEFIT OF LENDER, AND SECURING THE REPAYMENT OF THE NOTE AND THE PERFORMANCE OF
THE OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ALL
RENEWALS, EXTENSIONS, INCREASES, SUPPLEMENTS, AMENDMENTS, MODIFICATIONS OR
REPLACEMENTS THEREOF.
(E)
OPBIZ AGREES THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER
THE LOAN DOCUMENTS, OPBIZ SHALL, AT THE REQUEST OF LENDER, CONTINUE TO PERFORM
ALL OF OPBIZ'S OBLIGATIONS UNDER THE TERMS OF THE CASINO COMPONENT LEASE WITH
RESPECT TO THE CASINO COMPONENT.
FURTHER, OPBIZ AGREES THAT UPON AND AFTER
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHER SIMILAR TRANSFER OF THE CASINO
COMPONENT TO LENDER, ITS DESIGNEE OR NOMINEE, OPBIZ SHALL NOT EXERCISE ANY RIGHT
TO TERMINATE THE CASINO COMPONENT LEASE OTHER THAN DUE TO ANY DEFAULT