AGENT BANK SHALL PREPARE A RECOMMENDED COURSE OF ACTION FOR SUCH
COLLATERAL (THE "POST-FORECLOSURE PLAN"), WHICH SHALL BE SUBJECT TO THE APPROVAL
OF THE REQUISITE LENDERS.
UNLESS A LENDER SHALL GIVE WRITTEN NOTICE TO AGENT
BANK THAT IT OBJECTS TO THE RECOMMENDED POST-FORECLOSURE PLAN OR ANY ALTERNATIVE
POST-FORECLOSURE PLAN AS SET FORTH BELOW, WITHIN THE LENDER REPLY PERIOD, SUCH
LENDER SHALL BE DEEMED TO HAVE APPROVED SUCH POST-FORECLOSURE PLAN.
IN THE
EVENT THAT REQUISITE LENDERS DO NOT APPROVE SUCH POST-FORECLOSURE PLAN, ANY
LENDER SHALL BE PERMITTED TO SUBMIT AN ALTERNATIVE POST-FORECLOSURE PLAN TO
AGENT BANK, AND AGENT BANK SHALL SUBMIT ANY AND ALL SUCH ADDITIONAL
POST-FORECLOSURE PLANS TO THE LENDERS FOR EVALUATION AND THE APPROVAL OF
REQUISITE LENDERS.
IN ACCORDANCE WITH THE APPROVED POST-FORECLOSURE PLAN, AGENT
BANK SHALL MANAGE, OPERATE, REPAIR, ADMINISTER, COMPLETE, CONSTRUCT, RESTORE OR
OTHERWISE DEAL WITH THE COLLATERAL ACQUIRED AND ADMINISTER ALL TRANSACTIONS
RELATING THERETO, INCLUDING, WITHOUT LIMITATION, EMPLOYING A MANAGEMENT AGENT,
LEASING AGENT AND OTHER AGENTS, CONTRACTORS AND EMPLOYEES, INCLUDING AGENTS OF
THE SALE OF SUCH COLLATERAL, AND THE COLLECTING OF RENTS AND OTHER SUMS FROM
SUCH COLLATERAL AND PAYING THE EXPENSES OF SUCH COLLATERAL; ACTIONS TAKEN BY
AGENT BANK WITH
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RESPECT TO THE COLLATERAL, WHICH ARE NOT PROVIDED FOR IN THE APPROVED
POST-FORECLOSURE PLAN OR REASONABLY INCIDENTAL THERETO, SHALL REQUIRE THE
CONSENT OF REQUISITE LENDERS BY WAY OF SUPPLEMENT TO SUCH POST-FORECLOSURE
PLAN.
UPON DEMAND THEREFOR FROM TIME TO TIME, EACH LENDER WILL CONTRIBUTE ITS
SHARE (BASED ON ITS PRO RATA SHARE) OF ALL REASONABLE COSTS AND EXPENSES
INCURRED BY AGENT BANK PURSUANT TO THE POST-FORECLOSURE PLAN IN CONNECTION WITH
THE CONSTRUCTION, OPERATION, MANAGEMENT, MAINTENANCE, LEASING AND SALE OF SUCH
COLLATERAL.
IN ADDITION, AGENT BANK SHALL RENDER OR CAUSE TO BE RENDERED BY THE
MANAGING AGENT, TO EACH OF THE LENDERS, MONTHLY, AN INCOME AND EXPENSE STATEMENT
FOR SUCH COLLATERAL, AND EACH OF THE LENDERS SHALL PROMPTLY CONTRIBUTE ITS PRO
RATA SHARE OF ANY OPERATING LOSS FOR SUCH COLLATERAL, AND SUCH OTHER EXPENSES
AND OPERATING RESERVES AS AGENT BANK SHALL DEEM REASONABLY NECESSARY PURSUANT TO
AND IN ACCORDANCE WITH THE POST-FORECLOSURE PLAN.
TO THE EXTENT THERE IS NET
OPERATING INCOME FROM SUCH COLLATERAL, AGENT BANK SHALL, IN ACCORDANCE WITH ALL
APPLICABLE GAMING LAWS AND THE POST-FORECLOSURE PLAN, DETERMINE THE AMOUNT AND
TIMING OF DISTRIBUTIONS TO LENDERS.
ALL SUCH DISTRIBUTIONS SHALL BE MADE TO
LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
LENDERS
ACKNOWLEDGE THAT IF TITLE TO ANY COLLATERAL IS OBTAINED BY AGENT BANK OR ITS
NOMINEE, SUCH COLLATERAL WILL NOT BE HELD AS A PERMANENT INVESTMENT BUT WILL BE
LIQUIDATED AS SOON AS PRACTICABLE.
AGENT BANK SHALL UNDERTAKE TO SELL SUCH
COLLATERAL, AT SUCH PRICE AND UPON SUCH TERMS AND CONDITIONS AS THE REQUISITE
LENDERS SHALL REASONABLY DETERMINE TO BE MOST ADVANTAGEOUS.
ANY PURCHASE MONEY
MORTGAGE OR DEED OF TRUST TAKEN IN CONNECTION WITH THE DISPOSITION OF SUCH
COLLATERAL IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE SHALL NAME
AGENT BANK, AS AGENT FOR LENDERS, AS THE BENEFICIARY OR MORTGAGEE.
IN SUCH