SEQ., WITHIN ONE HUNDRED TWENTY
(120) DAYS OF THE DATE OF SUCH NOTICE; AND (II) TO THE EXTENT THAT ANY SUCH
MECHANIC'S LIEN OR MATERIALMAN'S LIEN SHALL BE RECORDED, FILED OR SUFFERED TO
EXIST IN THE STATE OF WEST VIRGINIA, THE COMMONWEALTH OF PENNSYLVANIA OR THE
STATE OF OHIO, BORROWERS SHALL CAUSE SAID MECHANIC'S LIEN TO BE RELEASED OF
RECORD
106
PURSUANT TO A BONDING OR SIMILAR STATUTORY PROCEDURE UNDER THE LAWS OF THE STATE
OF WEST VIRGINIA, THE COMMONWEALTH OF PENNSYLVANIA OR THE STATE OF OHIO, AS
APPLICABLE, WHICH STATUTORY PROCEDURES SHALL BE REASONABLY ACCEPTABLE TO AGENT
BANK AND ACCOMPLISHED WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE DATE OF SUCH
NOTICE.
SECTION 5.04.
PENNSYLVANIA SECURITY INSTRUMENTS.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS CREDIT AGREEMENT OR IN THE SECURITY
DOCUMENTATION TO THE CONTRARY RELATING TO COLLATERAL LOCATED IN THE COMMONWEALTH
OF PENNSYLVANIA, AGENT BANK HEREBY CONFIRMS THAT IT DOES NOT AND WILL NOT HAVE
OR OTHERWISE CLAIM A SECURITY INTEREST IN, OR LIEN ON, MONIES AND OTHER FUNDS ON
ACCOUNT FOR TAXES OWED TO THE COMMONWEALTH OF PENNSYLVANIA UNDER CHAPTER 14 OF
THE PENNSYLVANIA RACE HORSE DEVELOPMENT AND GAMING ACT, 4 PA. CONS. STAT. ANN. §
1101 ­ET SEQ.
SECTION 5.05.
NO CHANGE IN CHARACTER OF BUSINESS OR
LOCATION OF CHIEF EXECUTIVE OFFICE.
AT ALL TIMES THROUGHOUT THE TERM OF THE
CREDIT FACILITY (A) THE CHIEF EXECUTIVE OFFICE OF BORROWERS SHALL BE LOCATED AT
STATE ROUTE 2, SOUTH, P.O. BOX 356, CHESTER, WEST VIRGINIA 26034; PROVIDED,
HOWEVER, BORROWERS SHALL BE ENTITLED TO MOVE THEIR CHIEF EXECUTIVE OFFICE TO
ANOTHER LOCATION UPON NO LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
AGENT BANK, (B) THE HOTEL/CASINO FACILITIES SHALL BE OPERATED BY THE BORROWER
CONSOLIDATION, AND (C) BORROWERS SHALL NOT EFFECT A MATERIAL CHANGE IN THE
NATURE AND CHARACTER OF THE BUSINESS AT THE HOTEL/CASINO FACILITIES 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.
A.
AT ALL TIMES THROUGHOUT THE TERM OF THE
BANK FACILITIES, (I) THE BORROWER CONSOLIDATION 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
FACILITIES, 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 (II) BORROWERS
SHALL NOT CONSOLIDATE 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 ANY BORROWER,
OR ANY AFFILIATE AND/OR RELATED ENTITY THEREOF, SHALL ACQUIRE ANY