DUE AND PAYABLE OR SHALL BE REQUIRED TO BE
PREPAID, PURCHASED OR REDEEMED (OTHER THAN BY A REGULARLY SCHEDULED REQUIRED
PREPAYMENT) PRIOR TO THE STATED MATURITY THEREOF, OR THE HOLDER OF ANY LIEN IN
ANY AMOUNT, SHALL COMMENCE FORECLOSURE OF SUCH LIEN UPON PROPERTY OF BORROWER
HAVING A VALUE IN EXCESS OF ONE MILLION DOLLARS ($1,000,000.00) AND SUCH
FORECLOSURE SHALL CONTINUE AGAINST SUCH PROPERTY TO A DATE LESS THAN THIRTY (30)
DAYS PRIOR TO THE DATE OF THE PROPOSED FORECLOSURE SALE;
(K)
THE OCCURRENCE OF ANY EVENT OF DEFAULT, BEYOND ANY APPLICABLE GRACE
PERIOD, UNDER THE TERMS OF ANY AGREEMENT WITH ANY LENDER IN CONNECTION WITH A
SECURED INTEREST RATE HEDGE RELATING TO THE CREDIT FACILITY;
(L)
BORROWER SHALL BE VOLUNTARILY OR INVOLUNTARILY DIVESTED OF TITLE OR
POSSESSION OF ANY PORTION OF THE REAL PROPERTY OR SHALL LEASE OR IN ANY OTHER
MANNER, VOLUNTARILY OR INVOLUNTARILY ALIENATE ANY OF ITS INTEREST IN ANY PORTION
OF THE REAL PROPERTY OR HOTEL/CASINO FACILITY, OTHER THAN THE PERMITTED
ENCUMBRANCES AND AS PERMITTED IN SECTIONS 5.01 AND 5.22;
(M)
THE OCCURRENCE OF ANY REPORTABLE EVENT WITH RESPECT TO A PENSION PLAN
WHICH AGENT BANK DETERMINES IN GOOD FAITH CONSTITUTES PROPER GROUNDS FOR THE
TERMINATION OF ANY PENSION PLAN BY THE PENSION BENEFIT GUARANTY CORPORATION OR
FOR THE APPOINTMENT BY AN APPROPRIATE UNITED STATES DISTRICT COURT OF A TRUSTEE
TO ADMINISTER ANY SUCH PLAN THAT WOULD CONSTITUTE A MATERIAL ADVERSE CHANGE,
SHOULD OCCUR AND SHOULD CONTINUE FOR THIRTY (30) DAYS AFTER WRITTEN NOTICE OF
SUCH DETERMINATION SHALL HAVE BEEN GIVEN TO BORROWER BY AGENT BANK;
(N)
COMMENCEMENT AGAINST BORROWER, ANY TIME AFTER THE EXECUTION OF THIS
CREDIT AGREEMENT, OF ANY LITIGATION WHICH IS NOT STAYED, BONDED, DISMISSED,
TERMINATED OR DISPOSED OF TO THE SATISFACTION OF AGENT BANK WITHIN NINETY (90)
DAYS AFTER ITS COMMENCEMENT, AND WHICH (I) HAS A REASONABLE PROBABILITY OF
SUCCESS, AND COULD, IF SUCCESSFUL, IN THE REASONABLE OPINION OF AGENT BANK,
MATERIALLY AND ADVERSELY AFFECT THE PRIORITY OF THE LIENS GRANTED AGENT BANK BY
THE DEED OF TRUST IN THE REAL PROPERTY, OR (II) RESULTS IN THE ISSUANCE OF A
PRELIMINARY OR PERMANENT INJUNCTION WHICH IS NOT DISSOLVED OR STAYED PENDING
APPEAL WITHIN SIXTY (60) DAYS OF ITS ISSUANCE
98
AND WHICH PRELIMINARY OR PERMANENT INJUNCTION MATERIALLY ADVERSELY AFFECTS
BORROWER'S RIGHT TO USE THE REAL PROPERTY AS THE HOTEL/CASINO FACILITY;
(O)
THE LOSS OR SUSPENSION, OTHER THAN ON ACCOUNT OF FORCES MAJEURE, OF
BORROWER'S UNRESTRICTED GAMING PERMITS OR THE FAILURE OF BORROWER TO MAINTAIN
GAMING ACTIVITIES AT THE HOTEL/CASINO FACILITY OTHER THAN ON ACCOUNT OF FORCES
MAJEURE AT LEAST TO THE SAME GENERAL EXTENT AS IS PRESENTLY CONDUCTED THEREON;
(P)
ANY MONEY JUDGMENT, WRIT OR WARRANT OF ATTACHMENT OR SIMILAR PROCESS
IN EXCESS OF THREE MILLION DOLLARS ($3,000,000.00) IN THE AGGREGATE NOT
ADEQUATELY COVERED BY INSURANCE AS TO WHICH A SOLVENT AND UNAFFILIATED INSURANCE
COMPANY HAS ACKNOWLEDGED COVERAGE, SHALL BE ENTERED OR FILED AGAINST BORROWER OR
ANY OF ITS ASSETS AND SHALL REMAIN UNDISCHARGED, UNVACATED, UNBONDED OR UNSTAYED
FOR A PERIOD OF