BY ANY BORROWER,
(II) MAINTAINING AND COMPLYING WITH THE TERMS OF ALL LICENSES NECESSARY FOR THE
USE OF ANY IP LICENSED TO ANY BORROWER, (III) EXPEDITIOUSLY AND DILIGENTLY
SEEKING TO STOP ANY ACTS OF INFRINGEMENT OR UNFAIR COMPETITION WITH RESPECT TO
THE OWNED IP THAT ARE BROUGHT TO ANY BORROWER'S ATTENTION, AND USING
COMMERCIALLY REASONABLE EFFORTS TO CAUSE RANK OR MORTON, AS THE CASE MAY BE, TO
DILIGENTLY SEEK TO STOP ANY ACTS OF INFRINGEMENT OR UNFAIR COMPETITION WITH
RESPECT TO THE LICENSED IP THAT ARE BROUGHT TO ANY BORROWER'S ATTENTION AND
(III) REFRAINING FROM ANY ACT OR OMISSION THAT MIGHT JEOPARDIZE ANY BORROWER'S
ABILITY TO USE ANY OF THE IP.
(B)
HOTEL/CASINO BORROWER SHALL OPERATE THE
HOTEL/CASINO PROPERTY AS A "HARD ROCK" HOTEL UNLESS OTHERWISE CONSENTED TO IN
WRITING BY LENDER AND SHALL REFRAIN FROM ANY ACT OR OMISSION, INCLUDING, WITHOUT
LIMITATION, ANY ACT CONTEMPLATED UNDER SECTION 5.1.26 HEREOF, THAT WOULD RESULT
IN, OR WOULD BE REASONABLY LIKELY TO RESULT IN, THE LOSS OF ITS ABILITY TO SO
OPERATE THE HOTEL/CASINO PROPERTY AS A "HARD ROCK" HOTEL.
5.1.26
LICENSING AND SUBLICENSING OF THE IP.
(A)
EXCEPT AS SET FORTH IN SECTIONS 5.1.26(B),
(C) AND (D) HEREOF, BORROWERS SHALL NOT LICENSE ANY OF THE OWNED IP OR
SUBLICENSE ANY OF THE LICENSED IP (AN "IP LICENSE") WITHOUT LENDER'S CONSENT IN
EACH INSTANCE.
(B)
NOTWITHSTANDING THE FOREGOING OR ANYTHING
ELSE TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, IP
BORROWER SHALL HAVE THE RIGHT, WITHOUT THE CONSENT OF LENDER AND WITHOUT
VIOLATING THE LOAN DOCUMENTS, TO LICENSE OR SUBLICENSE, AS APPLICABLE, THE IP
(OR ANY PORTION THEREOF) (AN "ADJACENT PROPERTY IP LICENSE") TO ANY SUBSEQUENT
PURCHASER OF ALL OR ANY PORTION OF THE ADJACENT PROPERTY AND ITS SUCCESSORS AND
ASSIGNS, WHETHER OR NOT ANY SUCH SUBSEQUENT PURCHASER, SUCCESSOR OR ASSIGN IS AN
AFFILIATE OF ANY BORROWER OR ANY OTHER RESTRICTED PARTY; PROVIDED THAT ALL OF
THE FOLLOWING CONDITIONS SHALL BE SATISFIED WITH RESPECT TO ANY SUCH ADJACENT
PROPERTY IP LICENSE:
(I)
IP BORROWER SHALL HAVE NOTIFIED LENDER
OF SUCH ADJACENT PROPERTY IP LICENSE AT LEAST TEN (10) BUSINESS DAYS PRIOR TO
THE ANTICIPATED DATE OF THE EXECUTION AND DELIVERY THEREOF, WHICH NOTICE SHALL
INCLUDE (A) A COPY OF THE ADJACENT PROPERTY IP LICENSE, AND (B) AN OFFICER'S
CERTIFICATE PROVIDING A CERTIFICATION THAT SUCH ADJACENT PROPERTY IP LICENSE (1)
DOES NOT AND WILL NOT ADVERSELY AFFECT ANY BORROWER'S OWNERSHIP AND/OR OPERATION
OF, OR ANY ACTIVITIES CONDUCTED ON, ITS PROPERTY, (2) DOES NOT AND WILL NOT
MATERIALLY DIMINISH ANY BORROWER'S RIGHTS TO USE ANY OF THE OWNED IP OR LICENSED
IP THAT IS REASONABLY NECESSARY OR DESIRABLE TO OPERATE ITS PROPERTY AS THEN
BEING OPERATED AND AS THEN
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CONTEMPLATED TO BE OPERATED IN THE FUTURE, AND (3) DOES NOT, AND IS NOT
REASONABLY ANTICIPATED IN THE FUTURE TO, MATERIALLY DIMINISH THE VALUE OF ANY
OWNED IP OR LICENSED IP;
(II)
SUCH ADJACENT PROPERTY IP LICENSE SHALL BE
GRANTED AND USED ONLY IN CONNECTION WITH THE OWNERSHIP,