Matters Concerning Gaming Operator Sample Clauses

Matters Concerning Gaming Operator. (a) If (i) 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 Casino Component Lease or Resort Management Agreement beyond any applicable grace and cure periods, or (ii) the Gaming Operator (A) has its gaming license suspended or revoked, (B) allows its gaming license to lapse, or (C) may not lawfully operate gaming at the Hotel/Casino Property pursuant to any Legal Requirements or the order of any Governmental Authority, the applicable Borrowers shall, at the request of Lender and to the extent permitted by applicable Legal Requirements and the requirements of any Gaming Authorities, terminate the Casino Component Lease and the Resort Management Agreement and replace the Gaming Operator with a Qualified Gaming Operator pursuant to a Replacement Resort Management Agreement (or a new gaming lease or similar agreement and a new recognition agreement that is separate from the Resort Management Agreement) in each instance reasonably acceptable to Lender; provided, however, that in no event shall any 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, (x) such termination shall occur immediately upon the ability of such Borrower to transfer such gaming operations to a Qualified Gaming Operator as required herein, and (y) the applicable Borrowers shall, at their sole cost and expense, diligently pursue the engagement and licensing of a replacement Qualified Gaming Operator.” (b) If (i) any key employee of the Gaming Operator commits fraud, gross negligence or willful misconduct with respect to the Hotel/Casino Property or any key employee causes a material under the Resort Management Agreement beyond any applicable grace and cure periods, or (ii) any key employee of the Gaming Operator, (A) has any license or approval required for such key employee to act as “key employee” of the Gaming Operator suspended or revoked, (B) allows any license or approval required for such key employee to act as “key employee” of the Gaming Operator to lapse, or (C) may not lawfully act as the key employee of the Gaming Operator pursuant to any Legal Requirements or the order of any Governmental Authority, the applicable Borrowers shall, at the request of Lender and to the extent permitted by applicable Legal Requirements and the requi...