Common use of Limitations on Liens and Transfers Clause in Contracts

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien on all or any portion of the Trust Estate, other than Permitted Liens. (b) The Lien of this Mortgage shall be subject and subordinate to the Lien of any Existing Encumbrances and the Permitted Liens described in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to such subordination. (c) Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereof. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liens; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) no Event of Default has occurred and is continuing and (iii) Mortgagor shall promptly deliver to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self-operative and no further instrument shall be re- quired to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liens.

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien mortgage, lien, charge or encumbrance on all or pledge of any portion of the Trust Estate, other than (i) Permitted LiensEncumbrances, (ii) a notice of intention filed by a mechanic, materialman or laborer under the New Jersey mechanic's lien law, and (iii) a building contract filed by a contractor or subcontractor under the New Jersey mechanic's lien law. Without limiting the generality of the foregoing sentence but notwithstanding the provisions of the foregoing sentence, Mortgagor shall not be deemed to have breached the provisions of the foregoing sentence by virtue of the existence of a lien for Impositions or mechanics' liens so long as Mortgagor is in good faith contesting the validity of the same in accordance with the provisions of Section 5.8. (b) The Lien lien of this Senior Note Mortgage on the date hereof shall be subject superior, and not subordinate to the Lien lien of any Existing Permitted Encumbrances (except for items 1, 2, 3, 4 and the Permitted Liens described 11 contained in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, Encumbrances and any other Working Capital Facility Mortgage) to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions Mortgagee shall from time to time after receipt of a request of Mortgagee or the Trustee obtain instruments in form and substance reasonably satisfactory to Mortgagee or the Trustee, as the case may be, confirming the senior lien priority of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to Senior Note Mortgage over the lien of any such subordinationPermitted Encumbrances. (c) Except as otherwise expressly permitted under this Mortgage and the Senior Note Indenture (including, without limitation, Article Eight of the Senior Note Indenture), Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereoftherein. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liensinterests in the Owned Land in the nature of rights-of-way or easements, or other rights or privileges in the nature of easements; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or any part thereof or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) Mortgagor has delivered to Mortgagee a Mortgagor's Certificate, dated not earlier than 10 days prior to the date of each such grant, certifying that (A) no Event of Default has occurred and is continuing and (B) the conditions set forth in this Section 5.3(c) for such grant have been fulfilled and (iii) Mortgagor shall promptly deliver has delivered to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self-operative and no further instrument shall be re- quired required to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Mortgagor's Request therefor (accompanied by an Officers' a Mortgagor's Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liensconveyance.

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien on all or any portion of the Trust Estate, other than Permitted Liens. (b) The Lien of this Mortgage shall be subject and subordinate to the Lien of any Existing Encumbrances and the Permitted Liens described de- scribed in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but c) (but only to the extent that such F,F&E Financing Agreement Agree- ment requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions of this Section 5.3(b5.03(b) shall be self-operative and no further instrument shall be required to give effect to such subordination. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to the holder of a particular Superior Mortgage confirming such subordination. (c) Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt at- tempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereof. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liens; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) no Event of Default has occurred and is continuing and (iii) Mortgagor shall promptly deliver to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c5.03(c) shall be self-operative and no further instrument shall be re- quired required to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition defini- tion of Permitted Liens.

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien mortgage, lien, charge or encumbrance on all or pledge of any portion of the Trust Estate, other than (i) Permitted LiensEncumbrances, (ii) a notice of intention filed by a mechanic, materialman or laborer under the New Jersey mechanic's lien law, and (iii) a building contract filed by a contractor or subcontractor under the New Jersey mechanic's lien law. Without limiting the generality of the foregoing sentence but notwithstanding the provisions of the foregoing sentence, Mortgagor shall not be deemed to have breached the provisions of the foregoing sentence by virtue of the existence of a lien for Impositions or mechanics' liens so long as Mortgagor is in good faith contesting the validity of the same in accordance with the provisions of Section 5.8. (b) The Lien lien of this TCHI Note Guarantee Mortgage on the date hereof shall be subject superior, and not subordinate to the Lien lien of any Existing Permitted Encumbrances (except for items 1, 2, 3, 4 and the Permitted Liens described 11 contained in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, Encumbrances) to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions Mortgagor shall from time to time after receipt of a request of Mortgagee or the Trustee obtain instruments in form and substance reasonably satisfactory to Mortgagee or Trustee, as the case may be, confirming the senior lien priority of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to TCHI Note Guarantee Mortgage over the lien of any such subordinationPermitted Encumbrances. (c) Except as otherwise expressly permitted under this TCHI Note Guarantee Mortgage and the TCHI Note Indenture (including, without limitation, Article Eight of the TCHI Note Indenture), Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereoftherein. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liensinterests in the Owned Land in the nature of rights-of-way or easements, or other rights or privileges in the nature of easements; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or any part thereof or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) Mortgagor has delivered to Mortgagee a Mortgagor's Certificate, dated not earlier than 10 days prior to the date of each such grant, certifying that (A) no Event of Default has occurred and is continuing and (B) the conditions set forth in this Section 5.3(c) for such grant have been fulfilled and (iii) Mortgagor shall promptly deliver has delivered to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self-operative and no further instrument shall be re- quired required to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' a Mortgagor's Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liensconveyance.

Limitations on Liens and Transfers. (a) Except So long as otherwise expressly permitted under this Mortgage and any Debentures remain outstanding, the Trust Indenture (including, without limitation, Article Five Company agrees that neither the Company nor any of the Trust Indenture), Mortgagor its subsidiaries shall not create, incur, suffer incur or permit to be created or incurred or to exist any Lien on all any, indebtedness, or any security interest, lien or other encumbrance on or with respect to any of the assets of the Company or its subsidiaries, other than institutional or other funded indebtedness and liens (1) in connection with the purchase money financings referred to above; (2) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of the Company's business to the extent: (A) such liens secure indebtedness which is not overdue or (B) such liens secure indebtedness relating to claims or liabilities which are fully insured and being contested in good faith by appropriate proceedings diligently pursued and available to the Company, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (3) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of the Company as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (4) liens arising by operation of law securing tax obligations, worker's compensations, and lease obligations; (5) indebtedness and liens existing on the date hereof and listed on Schedule 3.12(a) hereto; (6) an aggregate principal amount of not more than $10 million of senior subordinated indebtedness (which may or may not be secured) as to which the Debentures shall be expressly subordinated; provided that no portion of the Trust Estateprincipal of such indebtedness shall mature prior to the date on which the entire outstanding principal amount of Debentures, other than Permitted Liensincluding any Put Debentures and Call Debentures which have been issued pursuant hereto, has matured; (7) purchase money security interests (within the meaning of Section 9-103 of the New York State Uniform Commercial Code) granted in the ordinary course of business, consistent with past practice; and (8) the existing Mecar bank pool/syndicate agreement dated March 18, 2002. (b) The Lien of this Mortgage In addition to the immediately preceding paragraph, the Company shall be subject and subordinate permitted to the Lien incur an aggregate principal amount of any Existing Encumbrances and the Permitted Liens described in subsections (a) (other than with respect senior secured indebtedness not to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to such subordination. (c) Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereof. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liensexceed $40 million; provided, that at no time may the product of (ix) that none of the same will reduce or impair, 2.5 and (y) aggregate principal and interest payments due on such indebtedness in any material respect, (A) the value or usefulness of the Trust Estate or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) no Event of Default has occurred and is continuing and (iii) Mortgagor shall promptly deliver to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self12-operative and no further instrument shall be re- quired to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liens.month

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien mortgage, lien, charge or encumbrance on all or pledge of any portion of the Trust Estate, other than (i) Permitted LiensEncumbrances, (ii) a notice of intention filed by a mechanic, materialman or laborer under the New Jersey mechanic's lien law, and (iii) a building contract filed by a contractor or subcontractor under the New Jersey mechanic's lien law. Without limiting the generality of the foregoing sentence but notwithstanding the provisions of the foregoing sentence, Mortgagor shall not be deemed to have breached the provisions of the foregoing sentence by virtue of the existence of a lien for Impositions or mechanics' liens so long as Mortgagor is in good faith contesting the validity of the same in accordance with the provisions of Section 5.8. (b) The Lien lien of this Senior Guarantee Mortgage on the date hereof shall be subject superior, and not subordinate to the Lien lien of any Existing Permitted Encumbrances (except for items 1, 2, 3, 4 and the Permitted Liens described 11 contained in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, encumbrances and any other Working Capital Facility Mortgage) to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions Mortgagor shall from time to time after receipt of a request of Mortgagee or the Trustee obtain instruments in form and substance reasonably satisfactory to Mortgagee or Trustee, as the case may be, confirming the senior lien priority of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to Mortgage over the lien of any such subordinationPermitted Encumbrances. (c) Except as otherwise expressly permitted under this Senior Guarantee Mortgage and the Senior Note Indenture (including, without limitation, Article Eight of the Senior Note Indenture), Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereoftherein. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liensinterests in the Owned Land in the nature of rights-of-way or easements, or other rights or privileges in the nature of easements; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or any part thereof or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) Mortgagor has delivered to Mortgagee a Mortgagor's Certificate, dated not earlier than 10 days prior to the date of each such grant, certifying that (A) no Event of Default has occurred and is continuing and (B) the conditions set forth in this Section 5.3(c) for such grant have been fulfilled and (iii) Mortgagor shall promptly deliver has delivered to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self-operative and no further instrument shall be re- quired required to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' a Mortgagor's Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liensconveyance.

Limitations on Liens and Transfers. (a) Except as otherwise expressly permitted under this Mortgage and the Trust Indenture (including, without limitation, Article Five of the Trust Indenture), Mortgagor shall not create, incur, suffer or permit to be created or incurred or to exist any Lien mortgage, lien, charge or encumbrance on all or pledge of any portion of the Trust Estate, other than (i) Permitted LiensEncumbrances, (ii) a notice of intention filed by a mechanic, materialman or laborer under the New Jersey mechanic's lien law, and (iii) a building contract filed by a contractor or subcontractor under the New Jersey mechanic's lien law. Without limiting the generality of the foregoing sentence but notwithstanding the provisions of the foregoing sentence, Mortgagor shall not be deemed to have breached the provisions of the foregoing sentence by virtue of the existence of a lien for Impositions or mechanics' liens so long as Mortgagor is in good faith contesting the validity of the same in accordance with the provisions of Section 5.8. (b) The Lien lien of this Senior Partnership Upstream Note Mortgage on the date hereof shall be subject superior, and not subordinate to the Lien lien of any Existing Permitted Encumbrances (except for items 1, 2, 3, 4 and the Permitted Liens described 11 contained in subsections (a) (other than with respect to Refinancing Indebtedness of the Securities (as defined in the Trust Indenture)), (c)(but only to the extent that such F,F&E Financing Agreement requires the Lien of this Mortgage to be subordinate thereto), (i) and (j) (but only to the extent that such Acquired Indebtedness (as defined in the Trust Indenture) requires the Lien of this Mortgage to be subordinate thereto) of the definition of Permitted Lien, Encumbrances and any other lien securing a Working Capital Facility Mortgage to the extent that each thereof encumbers Mortgagor's interest in the Trust Estate or any part thereof. The foregoing provisions Mortgagee shall from time to time after receipt of a request of Mortgagee or the Trustee obtain instruments in form and substance reasonably satisfactory to Mortgagee or the Trustee, as the case may be, confirming the senior lien priority of this Section 5.3(b) shall be self-operative and no further instrument shall be required to give effect to Senior Partnership Upstream Note Mortgage over the lien of any such subordinationPermitted Encumbrances. (c) Except as otherwise expressly permitted under this Mortgage and the TCHI Note Indenture (including, without limitation, Article Eight of the TCHI Note Indenture), Mortgagor shall not sell, assign, lease or otherwise transfer all or any portion of the Trust Estate or any interest therein (including, without limitation, any interest in the Ground Leases) in violation of the terms of this Mortgage or the terms of the Trust Indenture (including, without limitation, Sections 4.3 and 13.6 of the Trust Indenture). Without limiting the generality of the foregoing, Mortgagor shall not separate, or attempt to separate, its ownership of its interest in the Ground Leases from the ownership of the buildings constituting the Casino Hotel or any part thereoftherein. Notwithstanding the foregoing, Mortgagor shall have the right, at any time and from time to time, unless an Event of Default shall have occurred and be continuing, without any release from or consent by Mortgagee, to grant Permitted Liensinterests in the Owned Land in the nature of rights-of-way or easements, or other rights or privileges in the nature of easements; provided, (i) that none of the same will reduce or impair, in any material respect, (A) the value or usefulness of the Trust Estate or any part thereof or (B) the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits, (ii) Mortgagor has delivered to Mortgagee a Mortgagor's Certificate, dated not earlier than 10 days prior to the date of each such grant, certifying that (A) no Event of Default has occurred and is continuing and (B) the conditions set forth in this Section 5.3(c) for such grant have been fulfilled and (iii) Mortgagor shall promptly deliver has delivered to Mortgagee a duplicate original of the instrument, if any, pursuant to which such grant is to be made, and such other instruments, certificates and opinions as Mortgagee may reasonably request. The foregoing provisions of this Section 5.3(c) shall be self-operative and no further instrument shall be re- quired required to evidence the consent of Mortgagee to the grant or other conveyance of such rights-of-way or easements. Mortgagee shall, however, from time to time, after receipt of a Mortgagor Request therefor (accompanied by an Officers' a Mortgagor's Certificate stating that said conditions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of such grant or other conveyance but only with respect to the Permitted Liens incurred after the date hereof described in subsections (a) (but only with respect to Refinancing Indebtedness), (d), (e), (i), (j) and (k) of the definition of Permitted Liensconveyance.