ANY LIEN ON OR WITH RESPECT
TO ANY OF THE COLLATERAL, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR ANY INCOME
OR PROFITS THEREFROM, OR FILE OR PERMIT THE FILING OF, OR PERMIT TO REMAIN IN
EFFECT, ANY FINANCING STATEMENT OR OTHER SIMILAR NOTICE OF ANY LIEN WITH RESPECT
TO ANY OF THE COLLATERAL, EXCEPT:
(A)
PERMITTED ENCUMBRANCES;
(B)
LIENS GRANTED OR PERMITTED PURSUANT TO THE SECURITY DOCUMENTATION;
(C)
LIENS ON THE FF&E AND OTHER GOODS SECURING INDEBTEDNESS TO FINANCE THE
PURCHASE PRICE THEREOF; PROVIDED THAT (I) SUCH LIENS SHALL EXTEND ONLY TO THE
EQUIPMENT AND OTHER GOODS SO FINANCED AND THE PROCEEDS THEREOF, AND (II) SUCH
LIENS SHALL NOT SECURE INDEBTEDNESS IN EXCESS OF THE AMOUNTS PERMITTED UNDER
SECTION 6.07(A) HEREINABOVE; AND
(D)
LIENS DESCRIBED ON SCHEDULE 6.08 ANNEXED HERETO.
SECTION 6.09.
SALE OF ASSETS, CONSOLIDATION, MERGER, OR LIQUIDATION.
OTHER THAN AS APPROVED IN WRITING BY REQUISITE LENDERS, NEITHER BORROWER NOR
MCRI SHALL WIND UP, LIQUIDATE OR DISSOLVE THEIR RESPECTIVE AFFAIRS OR ENTER INTO
ANY TRANSACTION OF MERGER OR CONSOLIDATION.
FURTHER, BORROWER SHALL NOT CONVEY,
SELL, LEASE OR OTHERWISE DISPOSE OF (OR MAKE AN AGREEMENT TO DO ANY OF THE
FOREGOING AT ANY TIME PRIOR TO BANK FACILITY TERMINATION) ALL OR ANY MATERIAL
PART OF ITS RESPECTIVE PROPERTY OR ASSETS, EXCEPT THAT THE FOLLOWING SHALL BE
PERMITTED:
93
(A)
THE BORROWER MAY MAKE SALES OF INVENTORY AND OTHER ASSETS IN THE
ORDINARY COURSE OF BUSINESS;
(B)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
REMAINS CONTINUING THE BORROWER MAY, IN THE ORDINARY COURSE OF BUSINESS AND
SUBJECT TO THE PROVISIONS OF SUBSECTION (C) HEREINBELOW, SELL FF&E AND OTHER
ITEMS OF COLLATERAL THAT ARE, IN BORROWER'S PRUDENT BUSINESS JUDGMENT, OBSOLETE
OR NO LONGER NECESSARY FOR THE BORROWER'S BUSINESS OBJECTIVES;
(C)
IF THE BORROWER SHOULD SELL, TRANSFER, CONVEY OR OTHERWISE DISPOSE
("DISPOSITION") OF ANY FF&E AND NOT WITHIN NINETY (90) DAYS OF SUCH DISPOSITION
REPLACE SUCH FF&E WITH PURCHASED ITEMS OF EQUIVALENT VALUE AND UTILITY OR
REPLACE SAID FF&E WITH LEASED FF&E OF EQUIVALENT VALUE AND UTILITY, WITHIN THE
PERMISSIBLE LEASING AND PURCHASE AGREEMENT LIMITATION SET FORTH IN
SECTION 6.07(C) HEREIN, TO THE EXTENT THE NET PROCEEDS FROM DISPOSITIONS WHICH
ARE NOT USED TO REPLACE FF&E EXCEED THE CUMULATIVE AGGREGATE AMOUNT OF TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) DURING THE REVOLVING
CREDIT PERIOD (THE "EXCESS CAPITAL PROCEEDS"), THE BORROWER SHALL BE REQUIRED
TO, PRIOR TO NINETY (90) DAYS FOLLOWING EACH DISPOSITION OF FF&E RESULTING IN
EXCESS CAPITAL PROCEEDS, PERMANENTLY REDUCE THE AGGREGATE COMMITMENT BY A
MANDATORY COMMITMENT REDUCTION IN THE AMOUNT OF THE EXCESS CAPITAL PROCEEDS,
SUBJECT, HOWEVER, TO THE RIGHT OF AGENT BANK TO VERIFY TO ITS REASONABLE
SATISFACTION THE AMOUNT OF SAID EXCESS CAPITAL PROCEEDS.
SECTION 6.10.
NO TRANSFER OF OWNERSHIP.
MCRI SHALL NOT TRANSFER OR
HYPOTHECATE ITS OWNERSHIP INTERESTS IN BORROWER EXCEPT IN CONNECTION WITH THE
SECURITY DOCUMENTATION.
THIS PROVISION SHALL NOT BE EFFECTIVE AS TO MCRI UNTIL
IT IS APPROVED BY THE NEVADA GAMING AUTHORITIES.
SECTION 6.11.
LIMITATION ON SUBSIDIARIES.
BORROWER SHALL