Common use of Operating Restrictions Clause in Contracts

Operating Restrictions. Except as otherwise expressly provided or allowed for in this Agreement, Seller, nor any entity which is a component of Seller, as that term is used herein, shall not, without the prior written approval of Purchaser: (a) mortgage, pledge, lien, encumber or charge any of the Assets or the Gaming Assets except in the ordinary course of business, but in no event shall Seller encumber the Assets or Gaming Assets for a collective sum in excess of $75,000 without first obtaining Purchaser's consent thereto; (b) sell or transfer the Real Estate except as provided by Section 2.5 herein. (c) sell or transfer any of the Personal Property included as part of the Assets or any of the Gaming Assets other than in the ordinary course of business (Purchaser acknowledges and agrees that there is an industry trend to reduce the number of slot machines and agrees and consents that Seller shall be permitted, in its ordinary course of doing business between the Effective Date and the Closing Date, to reduce the number of slot machines located in the Business Premises by not more than thirteen percent (13%) during such time); (d) cancel or terminate (other than for cause or in the ordinary course of business) any of the Assumed Contracts or, without Purchaser's prior written consent, enter into any new contracts in excess of $25,000.00 which cannot be terminated on thirty (30) days notice without liability to Purchaser (in any event, any such new contract will not have a monthly payment obligation greater than - 66 - $25,000.00 unless Purchaser has approved such contract in writing unless otherwise permitted by this Agreement); (e) waive any material rights of substantial value which are included as a part of the Assets or the Gaming Assets; (f) enter into any Advance Bookings affecting periods following the Transfer Time other than in the ordinary course of business; (g) operate the Businesses other than in the ordinary course of business except in times of, or in response to, emergencies which are not of the Seller's own making; (h) permanently remove from the Business Premises any material Asset or any material Gaming Asset unless (i) such Asset or Gaming Asset is being replaced in the ordinary course of business, (ii) such removal is at Purchaser's request or is otherwise consented to by Purchaser, or (iii) such removal is required by law; (i) except as provided for in Schedule 9.2(i), renew or extend any Lease (which Seller is not legally obligated to so renew or extend) or otherwise enter into any lease other than on a month-to-month tenancy unless, to the extent permitted by applicable Nevada gaming laws: (i) Seller shall have first given Purchaser not less than ten (10) Business Days prior written notice of any such proposed action and (ii) Purchaser shall have given Seller its prior written approval thereof, which approval Purchaser shall not unreasonably withhold and such renewal, extension or leasing is done in the ordinary course of Seller's business; (j) except as may be required by a Union Contract, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement for the benefit or welfare of any employee or increase in any manner the compensation or fringe benefits of any employee or pay any benefit not required by any existing plan, current practice or arrangement, except that, notwithstanding this clause to the contrary, Seller may grant or agree to provide or pay (i) salary increases or other employee benefit arrangements in the ordinary course of business and (ii) non-recurring bonuses which do not comprise part of the regular employment compensation; or (k) make any representation to any employee of Seller that is inconsistent with or contrary to the provisions of this Agreement. Purchaser agrees to respond to Seller's request with respect to any of the matters set forth in this Section 9.2 within ten (10) Business Days after receipt by Purchaser of Seller's written request, and the failure of Purchaser to respond within such ten (10) Business Day period shall be deemed disapproval thereof by Purchaser. Purchaser shall not unreasonably withhold any consent or approval.

Operating Restrictions. Except as otherwise expressly provided Without the consent of both the Common Member and the Preferred Member (which consent, with respect only Section 3.2(e) for the sale of any material Asset, will not be unreasonably withheld, conditioned or allowed for in this Agreementdelayed), Seller, nor any entity which is a component of Seller, as that term is used herein, the Company shall not, without nor permit any of its Subsidiaries to, do any of the prior written approval of Purchaserfollowing: (a) mortgage, pledge, lien, encumber or charge incur any of the Assets or the Gaming Assets except in the ordinary course of business, but in no event shall Seller encumber the Assets or Gaming Assets for a collective sum in excess of $75,000 without first obtaining Purchaser's consent theretoIndebtedness other than Permitted Debt; (b) sell grant or transfer the Real Estate except as provided by Section 2.5 herein.permit any Liens on any of its Assets other than Permitted Liens; (c) sell or transfer engage in any of the Personal Property included as part of the Assets or any of the Gaming Assets business other than acquiring, owning, managing, operating, developing, drilling, disposing and otherwise dealing with, whether directly or indirectly through its Subsidiaries, oil and gas leasehold acreage and working interests, producing and selling oil, gas and other minerals and hedging such production, and engaging in activities necessary or incidental to the ordinary course of business (Purchaser acknowledges and agrees that there is an industry trend to reduce the number of slot machines and agrees and consents that Seller shall be permitted, in its ordinary course of doing business between the Effective Date and the Closing Date, to reduce the number of slot machines located in the Business Premises by not more than thirteen percent (13%) during such time)foregoing; (d) cancel or terminate issue any equity interests (including any securities convertible into equity interests), other than for cause or any issuance of equity interests where (i) such equity interests rank junior in priority to the Preferred Member Interest and are pledged to the Preferred Member on the same terms and conditions as in the ordinary course of businessPledge and Security Agreement and (ii) any following such issuance, the Common Member continues to Control more than 50% of the Assumed Contracts or, without Purchaser's prior written consent, enter into any new contracts in excess of $25,000.00 which cannot be terminated on thirty (30) days notice without liability to Purchaser (in any event, any such new contract will not have a monthly payment obligation greater than - 66 - $25,000.00 unless Purchaser has approved such contract in writing unless otherwise permitted by this Agreement)Common Member Interest; (e) waive consolidate or merge with or into any other Person or sell any material rights Asset, except for mergers, or consolidations or sales that are solely between or among the Company and/or its Subsidiaries; provided that (i) in any merger between a Subsidiary and the Company, the Company must be the continuing or surviving Person, and (ii) in any merger between the Company’s Subsidiaries where one of substantial value which are included such Subsidiaries is wholly owned by the Company and the other such Subsidiary is not wholly owned by the Company, the wholly-owned Subsidiary must continue or survive the merger as a part wholly-owned Subsidiary of the Assets or the Gaming AssetsCompany; (f) enter into (i) create or permit to exist any Advance Bookings affecting periods following Subsidiary unless the Transfer Time Company owns not less than 100% of the equity interests of such Subsidiary or (ii) make any Investments other than in the ordinary course of businessPermitted Investments; (g) operate enter into any transaction with the Businesses other than in Manager, the ordinary course Common Member or any of business except in times oftheir respective Affiliates unless such transaction, or in response toas of the effective date thereof, emergencies is on terms which are not of no less favorable (taking into consideration all appropriate factors) to the Seller's own makingCompany or its applicable Subsidiary than those that would be available on an arm’s-length basis with third parties and are otherwise consistent with commercially reasonable industry practice; (h) permanently remove from the Business Premises any material Asset or any material Gaming Asset unless (i) such Asset enter into any Contract (other than this Agreement and the other Transaction Documents) that prohibits the Company from paying all or Gaming Asset is being replaced any portion of the Current Pay Preferred Return or any other payments due in respect of the ordinary course Preferred Member Interest or that otherwise conflicts with the terms of business, this Agreement or (ii) agree to enter into any such removal is at Purchaser's request or is otherwise consented to by Purchaser, or (iii) such removal is required by lawContract; (i) except as provided for in Schedule 9.2(i), renew or extend any Lease (which Seller is not legally obligated to so renew or extend) or otherwise enter into any Contract whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other than on a month-to-month tenancy unless, property that it intends to use for substantially the extent permitted by applicable Nevada gaming laws: (i) Seller shall have first given Purchaser not less than ten (10) Business Days prior written notice of any such proposed action and (ii) Purchaser shall have given Seller its prior written approval thereof, which approval Purchaser shall not unreasonably withhold and such renewal, extension same purpose or leasing is done in purposes as the ordinary course of Seller's businessproperty sold or transferred; (j) except as may be required by a Union Contract, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement for the benefit or welfare of any employee or increase in any manner the compensation or fringe benefits of any employee or pay any benefit not required by any existing plan, current practice management or arrangement, except that, notwithstanding this clause similar fees to the contraryCommon Member or any of its Affiliates (other than distributions or payments otherwise required or permitted hereunder), Seller may grant or agree to provide or pay (i) salary increases or other employee benefit arrangements in the ordinary course of business and (ii) non-recurring bonuses which do not comprise part of the regular employment compensation; orenter into any Contract providing for such payments; (k) make any representation material change in accounting treatment or reporting practices, except as required by generally accepted accounting principles, or change its Fiscal Year, except to change the Fiscal Year of a Subsidiary to conform its Fiscal Year to that of the Company; (l) redeem or repurchase (or pay to or set aside payment for a sinking fund established for such purposes), or pay or declare any employee of Seller that is inconsistent with dividends or contrary to the provisions of this Agreement. Purchaser agrees to respond to Seller's request other distributions with respect to any equity interest of the matters set forth Company or any its Subsidiaries other than the Preferred Member Interest, except to the extent expressly permitted or required hereunder and except for dividends or other distributions from a Subsidiary to the Company or another Subsidiary; (m) compensate its executive officers, managers, directors, or any relative or family member thereof, whether by means of salary, bonus, profit sharing, options, dividends or any other means other than as provided in this Section 9.2 within ten the Company’s annual budget; (10n) Business Days fail to maintain with financially sound and reputable insurance companies that are not Affiliates of the Manager or any Member, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after receipt giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by Purchaser of Seller's written requestsuch other Persons and otherwise mutually acceptable to the Preferred Member and the Common Member. All such policies shall (i) name the Preferred Member and the Common Member as additional insured under an endorsement satisfactory to the Preferred Member and the Common Member, and (ii) provide for 30 days’ written notice to the Preferred Member and the Common Member before such policy is altered or canceled. All of the insurance policies required hereby shall be evidenced by one or more certificates of insurance delivered to the Preferred Member and the Common Member on the date of this Agreement and at such other times as the Preferred Member or the Common Member may separately request from time to time; (o) fail to comply with all Legal Requirements, and all orders, writs, injunctions and decrees applicable to it or to its business or Assets, except in such instances in which (i) such Legal Requirement or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure of Purchaser to respond within such ten comply therewith could not reasonably be expected to have a Material Adverse Effect; or (10p) Business Day period shall be deemed disapproval thereof by Purchaser. Purchaser shall not unreasonably withhold any consent dissolve or approvalliquidate the Company.

Operating Restrictions. Except as otherwise expressly provided or allowed for in Until termination of this Agreement---------------------- Agreement and payment and satisfaction of all Guaranteed Obligations due hereunder, Seller, nor any entity which is a component of Seller, as that term is used herein, shall notGrantor agrees that, without the prior written approval consent of Purchaserthe Agent, except as otherwise herein provided, Grantor will not, and will not permit any Subsidiary to: (ai) Except for transfers of assets permitted under Sub Section (iii) below and Permitted Encumbrances, mortgage, ---------------- assign, pledge, transfer or otherwise permit any lien, encumber charge, security interest, encumbrance or charge judgment, (whether as a result of a purchase money or title retention transaction, or other security interest, or otherwise) to exist on any of the Assets its assets or the Gaming Assets except in the ordinary course of businessgoods, but in no event shall Seller encumber the Assets whether real, personal or Gaming Assets for a collective sum in excess of $75,000 without first obtaining Purchaser's consent theretomixed, whether now owned or hereafter acquired; (bii) sell Incur or transfer the Real Estate except as provided by Section 2.5 herein. (c) sell or transfer create any of the Personal Property included as part of the Assets or any of the Gaming Assets Indebtedness other than in the ordinary course of business (Purchaser acknowledges and agrees that there is an industry trend to reduce the number of slot machines and agrees and consents that Seller shall be permitted, in its ordinary course of doing business between the Effective Date and the Closing Date, to reduce the number of slot machines located in the Business Premises by not more than thirteen percent (13%) during such time)Permitted Indebtedness; (diii) cancel Sell, lease, assign, transfer or terminate otherwise dispose of (i) Collateral, except as otherwise specifically permitted by this Agreement, or (ii) either all or substantially all of its assets, if any, which do not constitute Collateral; provided, however, that (A) transfers of Inventory solely among the Companies and/or the Guarantors (other than for cause Grantor) shall be permitted hereunder so long as any such transfer would be classified as an Intercompany Receivable, (B) sales or in dispositions of Excluded Assets shall be permitted hereunder, and (C) sales or transfers of Collateral to either Company by the ordinary course of businessother Company or by any Subsidiary to any Company shall be permitted hereunder; (iv) (i) Merge or consolidate with any other entity, provided, however, that (x) any Company may merge or consolidate with any Guarantor (other than Grantor) and (y) any non-Guarantor Subsidiary may merge or consolidate with any other non-Guarantor Subsidiary; (ii) change its corporate name or principal place of the Assumed Contracts or, business without Purchaser's prior written consent, enter into any new contracts in excess of $25,000.00 which cannot be terminated on at least thirty (30) days prior written notice without liability to Purchaser the Agent, (iii) change the form of its organization from for-profit corporation or (iv) enter into or engage in any event, any operation or activity materially different from that presently being conducted by Grantor or such new contract will not have a monthly payment obligation greater than - 66 - $25,000.00 unless Purchaser has approved such contract in writing unless otherwise permitted by this Agreement)Subsidiary; (ev) waive any material rights of substantial value which are included as a part of the Assets or the Gaming Assets; (f) enter into any Advance Bookings affecting periods following the Transfer Time other than in the ordinary course of business; (g) operate the Businesses other than in the ordinary course of business except in times ofAssume, guarantee, endorse, or in response tootherwise become liable upon the obligations of any person, emergencies which are not of the Seller's own making; (h) permanently remove from the Business Premises any material Asset firm, entity or any material Gaming Asset unless corporation, except (i) such Asset by the endorsement of negotiable instruments for deposit or Gaming Asset is being replaced collection or similar transactions in the ordinary course of business, (ii) such removal is at Purchaser's request or is otherwise consented to by Purchaserguaranties in favor of Agent under the Loan Documents, or (iii) such removal is required by law; existing guaranties listed on Schedule 7.9(a) of the Financing Agreement, (iiv) except as provided for in Schedule 9.2(i), renew or extend any Lease (which Seller is not legally obligated to so renew or extend) or otherwise enter --------------- guaranties entered into any lease other than on a month-to-month tenancy unless, to the extent permitted by applicable Nevada gaming laws: (i) Seller shall have first given Purchaser not less than ten (10) Business Days prior written notice of any such proposed action and (ii) Purchaser shall have given Seller its prior written approval thereof, which approval Purchaser shall not unreasonably withhold and such renewal, extension or leasing is done in the ordinary course of Seller's business; (j) except as may be required by a Union Contract, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement for the benefit or welfare of any employee or increase in any manner the compensation or fringe benefits of any employee or pay any benefit not required by any existing plan, current practice or arrangement, except that, notwithstanding this clause to the contrary, Seller may grant or agree to provide or pay (i) salary increases or other employee benefit arrangements in the ordinary course of business by Grantor of the obligations of Grantor or any Company, (v) guaranties entered into in the ordinary course of business by any Subsidiary (vi) guaranties in support of the Subordinated Debt (as defined in the Financing Agreement) and (iivii) non-recurring bonuses which do guaranties entered into in connection with the refinancing of any Indebtedness (as defined in the Financing Agreement) permitted to be guaranteed by this Section, provided that the guarantor thereof was previously guaranteeing the Indebtedness being refinanced and the principal amount of such Indebtedness being refinanced shall not comprise part be increased from such principal amount outstanding on the day prior to the date of such refinancing; provided, however, that the regular employment compensationprincipal amount of such Indebtedness being guaranteed may be increased by up to Two Million Five Hundred Thousand Dollars ($2,500,000) if, and only if, such Indebtedness is Permitted Indebtedness; (vi) Declare or pay any dividend or distribution of any kind on, or purchase, acquire, redeem or retire, any of its equity interests (of any class or type whatsoever), whether now or hereafter issued and outstanding, other than Permitted Distributions (as defined in the Financing Agreement); or (kvii) Create any new Subsidiary, or make any representation advance or loan to, or any investment in, or acquire all or substantially all of the assets or capital stock of, or other equity interests in, any firm, entity, person or corporation, other than (i) investments in the Subsidiaries, (ii) Permitted Investments (as defined in the Financing Agreement), (iii) loans constituting Permitted Indebtedness, and (iv) advances to officers and directors in the ordinary course of business for travel expenses, employment relocation programs and similar business expenses subject to a limit of Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate at any employee of Seller one time outstanding; provided, however that is inconsistent with or contrary to the provisions of this Agreement. Purchaser agrees to respond to Seller's request such limit shall not apply with respect to any legally required and permissible indemnification of the matters set forth in this Section 9.2 within ten (10) Business Days after receipt by Purchaser of Seller's written request, officers and the failure of Purchaser to respond within such ten (10) Business Day period shall be deemed disapproval thereof by Purchaser. Purchaser shall not unreasonably withhold any consent or approvaldirectors.

Operating Restrictions. Except as required by law, as otherwise expressly provided or allowed for in this AgreementAgreement or with the consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller, nor any entity which is a component of Seller, as that term is used herein, SDIC shall not, without the prior written approval of Purchaser: (a) create any mortgage, pledge, lien, encumber encumbrance or charge on any of the Assets or the Gaming Assets except in the ordinary course which would bind any of business, but in no event shall Seller encumber the Assets or Gaming Assets for a collective sum in excess of $75,000 without first obtaining Purchaser's consent theretofollowing Closing (other than Permitted Liens and Permitted Exceptions); (b) sell or transfer the Real Estate Business Premises, or any portion thereof included as part of the Assets except transactions pursuant to the Assumed Contracts or agreements entered into in the ordinary course of business which sales or transfers would not, individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business as provided by Section 2.5 herein.currently conducted; (c) sell or transfer any of the Personal Property included as part of the Assets except as contemplated by the Assumed Contracts or any of the Gaming Assets other than pursuant to agreements entered into in the ordinary course of business (Purchaser acknowledges and agrees that there is an industry trend to reduce the number of slot machines and agrees and consents that Seller shall be permittedwhich sales or transfers would not, in its ordinary course of doing business between the Effective Date and the Closing Date, to reduce the number of slot machines located individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business Premises by not more than thirteen percent (13%) during such time)as currently conducted; (d) cancel or terminate (other than for cause or in the ordinary course of businessbusiness which would not, individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business as currently conducted) any of the Assumed Contracts or, without PurchaserBuyer's prior written consent, enter into any new contracts (except for the Golf Course Management Agreement) which (i) require payments in excess of $25,000.00 which cannot 250,000, (ii) continue for more than twelve months from the Effective Date or (iii) grant to any person any material rights with respect to the Business or the Assets unless any such contract can be terminated on thirty (30) days 30 days' notice without liability to Purchaser (in any eventBuyer; provided, however, that the entry by SDIC into any such new contract will shall not have constitute a monthly payment obligation greater than - 66 - $25,000.00 unless Purchaser has approved breach or default under this Agreement or a failure of any condition of the Closing if SGC shall assume all obligations under such contract (and indemnify Buyer in writing unless otherwise permitted by this Agreement)respect thereof) and if SGC has the ability to perform all such obligations without use of the Assets following the Transfer Time; (e) waive any material rights of substantial value which that are included as a part of the Assets or the Gaming Assets; (f) except for the Golf Course Management Agreement, enter into any Advance Bookings affecting periods following contracts or agreements with any affiliates of SDIC which will be binding on Buyer after the Transfer Time other than in the ordinary course of businessTime; (g) operate consent to, authorize or approve any change in the Businesses zoning, land use classification, development rights or obligations for or with respect to the Real Estate, the Residential Real Estate or the Corner Land or any part thereof, except that Seller reserves the right to consummate the Nevada Power Sale Agreement, continue to prosecute the proposed subdivision of the Corner Land and continue, following the execution and delivery of the Timeshare Joint Venture Agreement by the parties thereto as contemplated by this Agreement, to further subdivide portions of the Golf Course and Residential Real Estate in a manner consistent with, or pursuant to, such Timeshare Joint Venture Agreement; (h) enter into any lease, license, occupancy agreement or other agreement or contract which allows for the use or occupancy of any portion of the Real Estate, the Residential Real Estate or the Corner Land other than (i) bookings in the ordinary course of business except which would result in times of, or in response to, emergencies which are not aggregate payments to Seller of the Seller's own making; (h) permanently remove from the Business Premises any material Asset or any material Gaming Asset unless (i) such Asset or Gaming Asset is being replaced in the ordinary course of businessless than $100,000, (ii) such removal is at Purchaser's request or is otherwise consented to the conveyance contemplated by Purchaser, or the Nevada Power Sale Agreement and (iii) such removal is required golf tournaments or events permitted by lawSection 9.2(i); (i) except as provided for in Schedule 9.2(i)tournaments or events occurring on or prior to twelve months following the Effective Date, renew or extend any Lease (which Seller is not legally obligated to so renew or extend) or otherwise enter into any lease other than agreements with respect to use of the golf course located on a month-to-month tenancy unlessthe Real Estate, or any portion of such golf course, for any tournaments or events which require, that the golf course be unavailable to the extent permitted by applicable Nevada gaming laws: (i) Seller shall have first given Purchaser not less public or to guests of the Business for more than ten (10) Business Days prior written notice of any such proposed action and (ii) Purchaser shall have given Seller its prior written approval thereof, which approval Purchaser shall not unreasonably withhold and such renewal, extension or leasing is done in the ordinary course of Seller's businessone calendar day; (j) market or solicit offers to sell, transfer, convey, finance or refinance, directly or indirectly, any interest in the Assets or in the owner of any Asset to any party other than Buyer, or directly or indirectly negotiate, participate or encourage the submission of any proposal with or from any other Person relating to the sale of the Assets, nor shall Seller authorize any other Person to do any of the foregoing on its behalf; (k) except as set forth on Schedule 9.2(k), enter into any collective bargaining or other agreements with any union for the employees of the Business or enter into any agreement with any employee who will remain an employee of the manager of the Business; provided, however, that Seller (i) may engage in negotiations for and enter into successor collective bargaining agreements to those collective bargaining agreements referenced in Schedule 3.1 (a) which have expired or are due to expire, or may be terminated on seven (7) days' notice by either party thereto, prior to the Transfer Time, (ii) may engage in negotiations and enter into a collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union No. 995, which was certified as the bargaining representative for the laundry workers at the Business after an election held on October 30, 1998, and (iii) will be required to engage in "effects bargaining", and may enter into agreements in connection therewith, with the labor unions representing employees of the Business (the "Union Employees"), and, provided, further, that any such entering into collective bargaining agreements (or renewals thereof) will be on commercially reasonable terms, and, in connection therewith, Seller will undertake to involve Buyer, subject to agreement of the applicable labor unions, in the foregoing negotiations; (l) hire or solicit any employee of SDIC for employment at any of Seller's or ITT's or its affiliates' other business or increase the compensation of any such employee unless required by law or the terms of a Union Contract, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, collective bargaining agreement, trust, plan, fund except for ordinary course merit increases in compensation for non-union employees consistent with past practice for such employees or other arrangement for the benefit or welfare of any employee or increase in any manner the compensation or fringe benefits of any employee or pay any benefit not employees holding similar positions; (m) except as required by applicable law (and then only following notice to Buyer to the extent practicable) commence or commit to any existing plancapital expenditures or capital project with respect to the Business or the Assets which involves the payment of $500,000 or more; (n) transfer, current practice sell, assign, pledge, encumber or arrangement, except that, notwithstanding grant a security interest in the Stock other than to Buyer. Notwithstanding any provision in this clause Agreement to the contrary, Seller may grant or agree to provide or pay (i) salary increases or other employee benefit arrangements the agreement contained in the ordinary course of business and (ii) non-recurring bonuses which do not comprise part of immediately preceding sentence shall survive the regular employment compensationClosing Date until the Stock is transferred to Buyer; or (ko) make enter into any representation to any employee of Seller that is inconsistent with amendment, modification or contrary supplement to the provisions of this Nevada Power Sale Agreement. Purchaser Buyer agrees to respond to Seller's request with respect to any of the matters set forth in this Section 9.2 within ten (10) 5 Business Days after receipt by Purchaser Buyer of Seller's written request, and the failure of Purchaser Buyer to respond within such ten (10) 5 Business Day period shall be deemed disapproval thereof to be approval and consent thereto by Purchaser. Purchaser shall not unreasonably withhold any consent or approvalBuyer.

Operating Restrictions. Except as required by law, as otherwise expressly provided or allowed for in this AgreementAgreement or with the consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller, nor any entity which is a component of Seller, as that term is used herein, SDIC shall not, without the prior written approval of Purchaser: (a) create any mortgage, pledge, lien, encumber encumbrance or charge on any of the Assets or the Gaming Assets except in the ordinary course which would bind any of business, but in no event shall Seller encumber the Assets or Gaming Assets for a collective sum in excess of $75,000 without first obtaining Purchaser's consent theretofollowing Closing (other than Permitted Liens and Permitted Exceptions); (b) sell or transfer the Real Estate Business Premises, or any portion thereof included as part of the Assets except transactions pursuant to the Assumed Contracts or agreements entered into in the ordinary course of business which sales or transfers would not, individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business as provided by Section 2.5 herein.currently conducted; (c) sell or transfer any of the Personal Property included as part of the Assets except as contemplated by the Assumed Contracts or any of the Gaming Assets other than pursuant to agreements entered into in the ordinary course of business (Purchaser acknowledges and agrees that there is an industry trend to reduce the number of slot machines and agrees and consents that Seller shall be permittedwhich sales or transfers would not, in its ordinary course of doing business between the Effective Date and the Closing Date, to reduce the number of slot machines located individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business Premises by not more than thirteen percent (13%) during such time)as currently conducted; (d) cancel or terminate (other than for cause or in the ordinary course of businessbusiness which would not, individually or in the aggregate, reasonably be expected to materially impair the continued operation of the Business as currently conducted) any of the Assumed Contracts or, without Purchaserwith-out Buyer's prior written consent, enter into any new contracts (except for the Golf Course Management Agreement) which (i) require payments in excess of $25,000.00 which cannot 250,000, (ii) continue for more than twelve months from the Effective Date or (iii) grant to any person any material rights with respect to the Business or the Assets unless any such contract can be terminated on thirty (30) days 30 days' notice without liability to Purchaser (in any eventBuyer; provided, however, that the entry by SDIC into any such new contract will shall not have constitute a monthly payment obligation greater than - 66 - $25,000.00 unless Purchaser has approved breach or default under this Agreement or a failure of any condition of the Closing if SGC shall assume all obligations under such contract (and indemnify Buyer in writing unless otherwise permitted by this Agreement)respect thereof) and if SGC has the ability to perform all such obligations without use of the Assets following the Transfer Time; (e) waive any material rights of substantial value which that are included as a part of the Assets or the Gaming Assets; (f) except for the Golf Course Management Agreement, enter into any Advance Bookings affecting periods following contracts or agreements with any affiliates of SDIC which will be binding on Buyer after the Transfer Time other than in the ordinary course of businessTime; (g) operate consent to, authorize or approve any change in the Businesses zoning, land use classification, development rights or obligations for or with respect to the Real Estate, the Residential Real Estate or the Corner Land or any part thereof, except that Seller reserves the right to consummate the Nevada Power Sale Agreement, continue to prosecute the proposed subdivision of the Corner Land and continue, following the execution and delivery of the Timeshare Joint Venture Agreement by the parties thereto as contemplated by this Agreement, to further subdivide portions of the Golf Course and Residential Real Estate in a manner consistent with, or pursuant to, such Timeshare Joint Venture Agreement; (h) enter into any lease, license, occupancy agreement or other agreement or contract which allows for the use or occupancy of any portion of the Real Estate, the Residential Real Estate or the Corner Land other than (i) bookings in the ordinary course of business except which would result in times of, or in response to, emergencies which are not aggregate payments to Seller of the Seller's own making; (h) permanently remove from the Business Premises any material Asset or any material Gaming Asset unless (i) such Asset or Gaming Asset is being replaced in the ordinary course of businessless than $100,000, (ii) such removal is at Purchaser's request or is otherwise consented to the conveyance contemplated by Purchaser, or the Nevada Power Sale Agreement and (iii) such removal is required golf tournaments or events permitted by lawSection 9.2(i); (i) except as provided for in Schedule 9.2(i)tournaments or events occurring on or prior to twelve months following the Effective Date, renew or extend any Lease (which Seller is not legally obligated to so renew or extend) or otherwise enter into any lease other than agreements with respect to use of the golf course located on a month-to-month tenancy unlessthe Real Estate, or any portion of such golf course, for any tournaments or events which require, that the golf course be unavailable to the extent permitted by applicable Nevada gaming laws: (i) Seller shall have first given Purchaser not less public or to guests of the Business for more than ten (10) Business Days prior written notice of any such proposed action and (ii) Purchaser shall have given Seller its prior written approval thereof, which approval Purchaser shall not unreasonably withhold and such renewal, extension or leasing is done in the ordinary course of Seller's businessone calendar day; (j) market or solicit offers to sell, transfer, convey, finance or refinance, directly or indirectly, any interest in the Assets or in the owner of any Asset to any party other than Buyer, or directly or indirectly negotiate, participate or encourage the submission of any proposal with or from any other Person relating to the sale of the Assets, nor shall Seller authorize any other Person to do any of the foregoing on its behalf; (k) except as set forth on Schedule 9.2(k), enter into any collective bargaining or other agreements with any union for the employees of the Business or enter into any agreement with any employee who will remain an employee of the manager of the Business; provided, however, that Seller (i) may engage in negotiations for and enter into successor collective bargaining agreements to those collective bargaining agreements referenced in Schedule 3.1 (a) which have expired or are due to expire, or may be terminated on seven (7) days' notice by either party thereto, prior to the Transfer Time, (ii) may engage in negotiations and enter into a collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union No. 995, which was certified as the bargaining representative for the laundry workers at the Business after an election held on October 30, 1998, and (iii) will be required to engage in "effects bargaining", and may enter into agreements in connection therewith, with the labor unions representing employees of the Business (the "Union Employees"), and, provided, further, that any such entering into collective bargaining agreements (or renewals thereof) will be on commercially reasonable terms, and, in connection therewith, Seller will undertake to involve Buyer, subject to agreement of the applicable labor unions, in the foregoing negotiations; (l) hire or solicit any employee of SDIC for employment at any of Seller's or ITT's or its affiliates' other business or increase the compensation of any such employee unless required by law or the terms of a Union Contract, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, collective bargaining agreement, trust, plan, fund except for ordinary course merit increases in compensation for non-union employees consistent with past practice for such employees or other arrangement for the benefit or welfare of any employee or increase in any manner the compensation or fringe benefits of any employee or pay any benefit not employees holding similar positions; (m) except as required by applicable law (and then only following notice to Buyer to the extent practicable) commence or commit to any existing plancapital expenditures or capital project with respect to the Business or the Assets which involves the payment of $500,000 or more; (n) transfer, current practice sell, assign, pledge, encumber or arrangement, except that, notwithstanding grant a security interest in the Stock other than to Buyer. Notwithstanding any provision in this clause Agreement to the contrary, Seller may grant or agree to provide or pay (i) salary increases or other employee benefit arrangements the agreement contained in the ordinary course of business and (ii) non-recurring bonuses which do not comprise part of immediately preceding sentence shall survive the regular employment compensationClosing Date until the Stock is transferred to Buyer; or (ko) make enter into any representation to any employee of Seller that is inconsistent with amendment, modification or contrary supplement to the provisions of this Nevada Power Sale Agreement. Purchaser Buyer agrees to respond to Seller's request with respect to any of the matters set forth in this Section 9.2 within ten (10) 5 Business Days after receipt by Purchaser Buyer of Seller's written request, and the failure of Purchaser Buyer to respond within such ten (10) 5 Business Day period shall be deemed disapproval thereof to be approval and consent thereto by Purchaser. Purchaser shall not unreasonably withhold any consent or approvalBuyer.