PROVIDED THAT (I) NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, (II) GAMING BORROWER IS, PURSUANT TO GAMING LAWS,
THE HOLDER OF ALL GAMING LICENSES AND ALL OTHER OPERATING PERMITS AND
GOVERNMENTAL APPROVALS NECESSARY FOR THE
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OPERATION OF THE CASINO COMPONENT AS A CASINO AND THE PERFORMANCE OF THE CASINO
COMPONENT LEASE, (III) THE CASINO COMPONENT LEASE IS IN FULL FORCE AND EFFECT
AND NO MATERIAL DEFAULT BEYOND APPLICABLE NOTICE AND/OR CURE PERIODS HAS
OCCURRED THEREUNDER, (IV) THE GAMING SUBLEASE HAS EITHER EXPIRED BY ITS OWN
TERMS OR HAS BEEN PROPERLY TERMINATED PURSUANT TO THE TERMS THEREOF, AND (V)
BORROWERS HAVE GIVEN LENDER THIRTY (30) DAYS PRIOR WRITTEN NOTICE, GAMING
BORROWER SHALL OPERATE THE CASINO COMPONENT PURSUANT TO THE CASINO COMPONENT
LEASE AND IN ACCORDANCE WITH ALL GAMING LAWS AND ALL OTHER APPLICABLE LEGAL
REQUIREMENTS.
BORROWERS SHALL THEREAFTER MAINTAIN ALL GAMING LICENSES,
OPERATING PERMITS AND GOVERNMENTAL APPROVALS NECESSARY FOR THE LAWFUL OPERATION
OF THE CASINO COMPONENT AS A CASINO CONSISTENT WITH COMPARABLE HOTEL/CASINOS AND
USE ITS COMMERCIALLY REASONABLE EFFORTS TO OPERATE THE CASINO COMPONENT IN A
MANNER DESIGNED TO MAXIMIZE REVENUES FROM THE PROPERTIES IN THE AGGREGATE.
NO
BORROWERS SHALL TAKE, PERMIT OR OMIT ANY ACTION THAT WOULD ADVERSELY AFFECT THE
STATUS OR GOOD STANDING OF GAMING BORROWER UNDER SUCH OPERATING PERMITS, GAMING
LICENSES OR GOVERNMENTAL APPROVALS.
(D)
BORROWERS HEREBY ACKNOWLEDGE AND AGREE 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 GAMING BORROWER THEREUNDER
OR OTHERWISE IN AND TO THE CASINO COMPONENT, SHALL BE IN ALL RESPECTS
SUBORDINATE AND INFERIOR TO THE LIENS AND SECURITY INTERESTS CREATED, OR TO BE
CREATED, FOR THE BENEFIT OF LENDER UNDER THE LOAN DOCUMENTS, AND SECURING THE
REPAYMENT OF THE NOTE AND THE PERFORMANCE OF THE OBLIGATIONS, AND ALL RENEWALS,
EXTENSIONS, INCREASES, SUPPLEMENTS, AMENDMENTS, MODIFICATIONS OR REPLACEMENTS
THEREOF.
(E)
BORROWERS HEREBY AGREE THAT, AT ANY TIME
AFTER THE DATE THE CASINO COMPONENT LEASE BECOMES EFFECTIVE, IF EVER, (I) UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE
REQUEST OF LENDER, GAMING BORROWER SHALL CONTINUE TO PERFORM ALL OF ITS
OBLIGATIONS UNDER THE TERMS OF THE CASINO COMPONENT LEASE WITH RESPECT TO THE
CASINO COMPONENT, (II) UPON AND AFTER FORECLOSURE, DEED IN LIEU OF FORECLOSURE
OR OTHER SIMILAR TRANSFER OF THE CASINO COMPONENT TO A LENDER SUCCESSOR OWNER,
GAMING BORROWER SHALL (A) RECOGNIZE SUCH LENDER SUCCESSOR OWNER AS THE LESSOR
UNDER THE CASINO COMPONENT LEASE, (B) NOT EXERCISE ANY RIGHT TO TERMINATE THE
CASINO COMPONENT LEASE, AND (C) AT THE REQUEST OF SUCH LENDER SUCCESSOR OWNER,
CONTINUE TO OPERATE AND MANAGE THE CASINO COMPONENT AND MAINTAIN ALL APPLICABLE
GAMING LICENSES WITH RESPECT TO THE CASINO COMPONENT FOR A PERIOD NOT TO EXCEED
FIFTEEN (15) MONTHS AFTER THE EFFECTIVE DATE OF SUCH TRANSFER TO SUCH LENDER
SUCCESSOR OWNER (WHICH PERIOD SHALL IN ALL EVENTS TERMINATE UPON LENDER
SUCCESSOR OWNER'S APPOINTMENT OF A