IF (A) AN EVENT OF DEFAULT OCCURS AND IS CONTINUING,
(B) WITHOUT THE CONSENT OF LENDER, HR HOLDINGS CEASES TO CONTROL THE LIQUOR
MANAGER, UNLESS FOLLOWING SUCH CHANGE OF
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CONTROL, THE LIQUOR MANAGER STILL CONSTITUTES A QUALIFIED LIQUOR MANAGER, (C)
THE LIQUOR MANAGER SHALL BECOME BANKRUPT OR INSOLVENT, OR (D) THE LIQUOR MANAGER
COMMITS FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MISAPPROPRIATION OF FUNDS
WITH RESPECT TO HOTEL/CASINO BORROWER AND/OR THE HOTEL/CASINO PROPERTY OR ANY
MATERIAL DEFAULT OTHERWISE OCCURS UNDER THE LIQUOR MANAGEMENT AGREEMENT BEYOND
ANY APPLICABLE GRACE AND CURE PERIODS, HOTEL/CASINO BORROWER SHALL, AT THE
REQUEST OF LENDER, TERMINATE THE LIQUOR MANAGEMENT AGREEMENT AND REPLACE THE
LIQUOR MANAGER THEREUNDER WITH A QUALIFIED LIQUOR MANAGER PURSUANT TO A
REPLACEMENT LIQUOR MANAGEMENT AGREEMENT, IT BEING UNDERSTOOD AND AGREED THAT THE
MANAGEMENT FEE FOR SUCH QUALIFIED LIQUOR MANAGER SHALL NOT EXCEED THEN
PREVAILING MARKET RATES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL HOTEL/CASINO
BORROWER BE REQUIRED TO TERMINATE SUCH LIQUOR MANAGER IF SUCH IMMEDIATE
TERMINATION WOULD REQUIRE CESSATION OF LIQUOR-RELATED ACTIVITIES AT ANY OF THE
PROPERTIES AND, IN SUCH EVENT, (I) SUCH TERMINATION SHALL OCCUR IMMEDIATELY UPON
THE ABILITY OF HOTEL/CASINO BORROWER TO TRANSFER SUCH LIQUOR OPERATIONS TO A
QUALIFIED LIQUOR MANAGER AS REQUIRED HEREIN, AND (II) HOTEL/CASINO BORROWER
SHALL, AT ITS SOLE COST AND EXPENSE, DILIGENTLY PURSUE THE ENGAGEMENT AND
LICENSING OF A REPLACEMENT QUALIFIED LIQUOR MANAGER.
Section 9.6
Matters Concerning Gaming
Operator.
If (a) the Gaming Operator commits fraud, gross negligence or willful
misconduct with respect to the Hotel/Casino Property or any material default
otherwise occurs under the Gaming Sublease beyond any applicable grace and cure
periods, or (b) the Gaming Operator (i) has its gaming license suspended or
revoked, (ii) allows its gaming license to lapse, or (iii) may not lawfully
operate gaming at the Hotel/Casino Property pursuant to any Legal Requirements
or the order of any Governmental Authority, Hotel/Casino Borrower shall, at the
request of Lender and to the extent permitted by applicable Legal Requirements
and the requirements of any Gaming Authorities, cause HRHI to terminate the
Gaming Sublease and replace the Gaming Operator with a Qualified Gaming Operator
pursuant to a new gaming sublease or similar agreement and a new recognition
agreement, in each instance reasonably acceptable to Lender; provided, however,
that in no event shall Hotel/Casino Borrower be required to terminate such
Gaming Operator if such immediate termination would require cessation of
gaming-related activities at the Hotel/Casino Property and, in such event, (A)
such termination shall occur immediately upon the ability of Hotel/Casino
Borrower to transfer such gaming operations to a Qualified Gaming Operator as
required herein, and (B) Hotel/Casino Borrower shall, at its sole cost and
expense, diligently pursue the engagement and licensing of a replacement
Qualified Gaming Operator.
Section 9.7
Servicer.
(a) At the option of
Lender, the Loan may be serviced by a servicer/trustee (the "Servicer") selected
by Lender and Lender may delegate all or any portion of its responsibilities
under this Agreement and the other Loan Documents to the Servicer pursuant