NEITHER BORROWER NOR MCRI SHALL EFFECT A
MATERIAL CHANGE IN THE NATURE AND CHARACTER OF THE BUSINESS AT THE HOTEL/CASINO
FACILITY AS PRESENTLY CONDUCTED AND AS PRESENTLY CONTEMPLATED AND DISCLOSED TO
BANKS.
SECTION 5.06.
PRESERVATION AND MAINTENANCE OF
PROPERTIES AND ASSETS; ACQUISITION OF ADDITIONAL PROPERTY OR LEASES.
(A)
AT ALL TIMES THROUGHOUT THE TERM OF THE BANK
FACILITIES, (A) THE BORROWER SHALL OPERATE, MAINTAIN AND PRESERVE ALL RIGHTS,
PRIVILEGES, FRANCHISES, LICENSES, GAMING PERMITS AND OTHER PROPERTIES AND ASSETS
NECESSARY TO CONDUCT ITS BUSINESSES AND THE HOTEL/CASINO FACILITY, IN ACCORDANCE
WITH ALL APPLICABLE GOVERNMENTAL LAWS, ORDINANCES, APPROVALS, RULES AND
REGULATIONS AND REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ZONING, SANITARY,
POLLUTION, BUILDING, ENVIRONMENTAL AND SAFETY LAWS AND ORDINANCES, RULES AND
REGULATIONS PROMULGATED THEREUNDER, AND (B) BORROWER SHALL NOT CONSOLIDATE
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WITH, REMOVE, DEMOLISH, MATERIALLY ALTER, DISCONTINUE THE USE OF, SELL,
TRANSFER, ASSIGN, HYPOTHECATE OR OTHERWISE DISPOSE OF TO ANY PERSON, ANY PART OF
ITS PROPERTIES AND ASSETS NECESSARY FOR THE CONTINUANCE OF ITS BUSINESS, AS
PRESENTLY CONDUCTED AND AS PRESENTLY CONTEMPLATED, OTHER THAN IN THE NORMAL
COURSE OF BUSINESS, ALTERATIONS OR MODIFICATIONS AS ARE REASONABLY EXPECTED TO
INCREASE THE VALUE OF THE COLLATERAL, OR AS OTHERWISE PERMITTED PURSUANT TO THIS
CREDIT AGREEMENT.
(B)
FURTHERMORE, IN THE EVENT BORROWER, MCRI OR ANY
AFFILIATE AND/OR RELATED ENTITY THEREOF (OTHER THAN BLILP), SHALL ACQUIRE ANY
OTHER REAL PROPERTY OR RIGHTS TO THE USE OF REAL PROPERTY WHICH IS: (A) ADJACENT
TO ANY OF THE REAL PROPERTY AND USED AS AN INTEGRAL PART OF THE OPERATION AT THE
REAL PROPERTY AND/OR THE HOTEL/CASINO FACILITY, OR (B) IF NOT SO ADJACENT,
NECESSARY AND REQUIRED FOR THE USE AND OPERATION OF SUCH REAL PROPERTY OR
HOTEL/CASINO FACILITY, BORROWER SHALL CONCURRENTLY WITH THE ACQUISITION OF SUCH
REAL PROPERTY OR THE RIGHTS TO THE USE OF SUCH REAL PROPERTY, EXECUTE OR CAUSE
THE EXECUTION OF SUCH DOCUMENTS AS MAY BE NECESSARY TO ADD SUCH REAL PROPERTY OR
RIGHTS TO THE USE OF REAL PROPERTY AS COLLATERAL UNDER THE BANK FACILITIES.
PROVIDED, HOWEVER, IN THE EVENT THE V/P PROPERTY, OR ANY PORTION THEREOF, IS
RELEASED AS COLLATERAL PURSUANT TO SECTION 5.22, THE V/P PROPERTY SO RELEASED,
OR APPLICABLE PORTION THEREOF, SHALL BE REQUIRED TO BE ADDED AS COLLATERAL ONLY
IN THE EVENT THAT ITS USE IN CONNECTION WITH THE HOTEL/CASINO FACILITY IS
REQUIRED BY THE LAWS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY.
(C)
OTHER THAN WITH RESPECT TO THE ADJACENT
DRIVEWAY LEASE, NEITHER BORROWER NOR MCRI SHALL ENTER INTO ANY OTHER LEASES,
LICENSES, RENTAL OR OTHER ARRANGEMENTS FOR THE USE OR OCCUPANCY OF ALL OR ANY
PORTION OF THE VILLAGE SHOPPING CENTER WHICH USE OR OCCUPANCY IS OR IS PLANNED
OR PROJECTED TO BE OR BECOME AN INTEGRAL PART OF THE OPERATION AT THE REAL
PROPERTY AND/OR THE HOTEL/CASINO FACILITY, WITHOUT THE PRIOR WRITTEN CONSENT OF
AGENT BANK, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, OR IF
IN THE OPINION OF AGENT BANK SUCH AMENDMENT, MODIFICATION OR TERMINATION IS
MATERIALLY ADVERSE TO BORROWER OR THE BANKS, WITHOUT THE PRIOR WRITTEN