Common use of Partial Releases of Trust Estate Clause in Contracts

Partial Releases of Trust Estate. (1) Trustor may from time to time (i) transfer a portion of the Trust Estate (including any temporary taking) to any person legally empowered to exercise the power of eminent domain, (ii) make a Permitted Disposition, (iii) grant utility easements reasonably necessary for the construction and operation of the Resorts, which grant or transfer is for the benefit of the Trust Estate, or (iv) transfer a portion of the Trust Estate as expressly permitted pursuant to Section 4.10(b) of the Indenture. In each such case, Beneficiary shall execute and deliver any instruments necessary or appropriate to effectuate or confirm any such transfer or grant, free from the lien of this Deed of Trust, provided, however, that Beneficiary shall -------- ------- execute a lien release or subordination agreement, as appropriate, for matters described in clauses (i) and (iii) above only if: (1) Beneficiary and Trustee shall have received an Officer's Certificate required by Section 10.3(a) of the Indenture; (2) No default or event of default shall have occurred under the Indenture, no Event of Default shall have occurred hereunder, and no event which with notice or lapse of time or both would constitute such Event of Default, has occurred and is continuing and that the conditions of this Section 1.10 have been fulfilled, and such transfer, grant or release is permitted by the Indenture; (3) Beneficiary and Trustee shall have received a counterpart of the instrument pursuant to which such transfer, grant or release is to be made, and each instrument which Beneficiary or Trustee is requested to execute in order to effectuate or confirm such transfer, grant or release; (4) In the case of a transfer to a person legally empowered to exercise the power of eminent domain, which transfer involves property whose value is greater than $5,000,000, Beneficiary and Trustee shall have received an opinion of counsel, who may be counsel to Trustor, to the effect that the assignee or grantee of the portion of the Trust Estate being transferred is legally empowered to take such portion under the power of eminent domain; and (5) Beneficiary and Trustee shall have received such other instruments, certificates (including evidence of authority) and opinions as Beneficiary or Trustee may reasonably request, including, but not limited to, opinions that the proposed release is permitted by this Section 1.10. (2) Any consideration received for a transfer to any person empowered to exercise the right of eminent domain shall be subject to Section 1.6 hereof.

Partial Releases of Trust Estate. (1a) Trustor may from time to time make a Permitted Disposition including, but not limited to, (i) transfer transferring a portion of the Trust Estate (including any temporary taking) to any person legally empowered to exercise the power of eminent domain, (ii) make a Permitted Disposition, (iii) grant granting utility easements reasonably necessary or desirable for the construction and and/or operation of the ResortsProject, which grant or transfer is for the benefit of the Trust Estate, or (iviii) transfer transferring a portion of the Trust Estate as expressly permitted pursuant to Section 4.10(bSections 5.16 (b), (c) and (d) of the IndentureDisbursement Agreement. In each such case, Beneficiary shall execute and deliver any instruments necessary or appropriate to effectuate or confirm any such transfer or grant, free from the lien of this Leasehold Deed of Trust, provided, however, that Beneficiary shall -------- ------- execute a lien release or subordination agreement, as appropriate, for matters described in clauses (i) and (iii) above only if: (1A) Beneficiary and Trustee shall have received an Officer's Certificate if required by Section 10.3(a) 4.10 of the Mortgage Notes Indenture; (2B) No default or event of default shall have occurred under the Indenture, no Event of Default shall have occurred hereunder, and no event which with notice or lapse of time or both would constitute such Event of Default, has occurred and is continuing and that the conditions of this Section 1.10 have been fulfilled, and such Such transfer, grant or release is permitted not prohibited by the IndentureMortgage Notes Indenture and all conditions precedent contained in the Mortgage Notes Indenture for such transfer, grant or release, if any, shall have been satisfied; (3C) Beneficiary and Trustee shall have received a counterpart of the instrument pursuant to which such transfer, grant or release is to be made, and each instrument which Beneficiary or Trustee is requested to execute in order to effectuate or confirm such transfer, grant or release; (4D) In the case of a transfer to a person Person legally empowered to exercise the power of eminent domain, which transfer involves property whose value is greater than $5,000,000, Beneficiary and Trustee shall have received an opinion of counsel, who may be counsel to Trustor, to the effect that the assignee or grantee of the portion of the Trust Estate being transferred is legally empowered to take such portion under the power of eminent domain; and (5E) Beneficiary and Trustee shall have received such other instruments, certificates (including evidence of authority) and opinions as Beneficiary or Trustee may reasonably request, including, but not limited to, opinions that the proposed release is permitted by this Section 1.10. (2b) Any consideration received for a transfer to any person empowered to exercise the right of eminent domain shall be subject to Section 1.6 1.9 hereof.

Partial Releases of Trust Estate. (1) Trustor may from time to time (i) transfer a portion of the Trust Estate (including any temporary taking) to any person legally empowered to exercise the power of eminent domain, (ii) make a Permitted Disposition, Disposition or (iii) grant utility and other easements reasonably necessary for the construction and operation of the ResortsLas Vegas Showboat, which grant or transfer is for the benefit of the Trust Estate, or (iv) transfer a portion of the Trust Estate as expressly permitted pursuant to Section 4.10(b) of the Indenture. In each such case, Beneficiary shall execute and deliver any instruments necessary or appropriate to effectuate or confirm any such transfer or grant, free from the lien of this Deed of Trust, provided, . however, that Beneficiary shall -------- ------- execute a lien release or subordination agreement, as appropriate, for matters described in clauses (i) and (iii) above only if: (1) if Beneficiary and Trustee shall have received an Officer's Certificate required by Section 10.3(athe following: (a) A written request of Trustor, dated as of the Indenture; date of such transfer, grant or release and signed by an authorized officer of Trustor, requesting Beneficiary and Trustee to execute one or more described instruments, and certifying that (2i) No default or event of default shall have occurred under the Indenture, no Event of Default shall have occurred hereunder, and no event which with notice or lapse of time or both would constitute such Event of Default, has occurred and is continuing and that the conditions of this Section 1.10 1.11 have been fulfilled, (ii) the transfer, grant or release is not materially adverse to the proper conduct of the business of Trustor on the Land, (iii) in the case of a transfer of property whose value is greater than $1,000,000 to a person legally empowered to exercise the power of eminent domain, the consideration being paid for the portion of the Trust Estate being transferred, and that such consideration is not less than the fair market value of such portion, and in the case of a grant or release of easements or other rights, the consideration, if any, being paid for such grant or release, (iv) in the case of a transfer to a person legally empowered to exercise the power of eminent domain, that such transfer is being made in anticipation that such portion would otherwise be taken under the power of eminent domain, and (v) that such transfer, grant or release does not materially impair the use of the Trust Estate for the purposes for which it is permitted then held by the IndentureTrustor; (3b) Beneficiary and Trustee shall have received a A counterpart of the instrument pursuant to which such transfer, grant or release is to be made, and each instrument which Beneficiary or Trustee is requested to execute in order to effectuate or confirm such transfer, grant or release; (4c) In the case of a transfer to a person legally empowered to exercise the power of eminent domain, which transfer involves property whose value is greater than $5,000,0006,000,000, Beneficiary and Trustee shall have received an opinion of counsel, who may be counsel to Trustor, Trustor to the effect that the assignee or grantee of the portion of the Trust Estate being transferred is legally empowered to take such portion under the power of eminent domain; and (5d) Beneficiary and Trustee shall have received such Such other instruments, certificates (including evidence of authority) and legal opinions as Beneficiary or Trustee may reasonably request, including, but not limited to, opinions that the proposed release is permitted by this Section 1.10. (2) . Any consideration received for a transfer to any person empowered to exercise the right of eminent domain shall be subject to Section 1.6 hereof.

Partial Releases of Trust Estate. (1a) Trustor may from time to time (i) transfer a portion of the Trust Estate (including any temporary taking) to any person legally empowered to exercise the power of eminent domain, (ii) make a Permitted Disposition, or (iii) grant utility easements reasonably necessary for the construction and operation of the ResortsRiviera, which grant or transfer is for the benefit of the Trust Estate, or (iv) transfer a portion of the Trust Estate as expressly permitted pursuant to Section 4.10(b) of the Indenture. In each such case, Beneficiary shall execute and deliver any instruments necessary or appropriate to effectuate or confirm any such transfer or grant, free from the lien of this Deed of Trust, provided, however, that Beneficiary shall -------- ------- execute a lien release or subordination agreement, as appropriate, for matters described in clauses (i) and (iii) above only if: (1) Beneficiary and Trustee shall have received an Officer's Certificate required by Section 10.3(a10.03(a) of the Indenture; (2) No default or event of default shall have occurred under the Indenture, no Event of Default shall have occurred hereunder, and no event which with notice or lapse of time or both would constitute such Event of Default, has occurred and is continuing and that the conditions of this Section 1.10 have been fulfilled, and such transfer, grant or release is permitted by the Indenture; (3) Beneficiary and Trustee shall have received a counterpart of the instrument pursuant to which such transfer, grant or release is to be made, and each instrument which Beneficiary or Trustee is requested to execute in order to effectuate or confirm such transfer, grant or release; (4) In the case of a transfer to a person legally empowered to exercise the power of eminent domain, which transfer involves property whose value is greater than $5,000,000, Beneficiary and Trustee shall have received an opinion of counsel, who may be counsel to Trustor, to the effect that the assignee or grantee of the portion of the Trust Estate being transferred is legally empowered to take such portion under the power of eminent domain; and (5) Beneficiary and Trustee shall have received such other instruments, certificates (including evidence of authority) and opinions as Beneficiary or Trustee may reasonably request, including, but not limited to, opinions that the proposed release is permitted by this Section 1.10. (b) Trustor may transfer all or part of the Six Acre Tracts at any time or times. In such event, Beneficiary shall execute and deliver any instruments necessary or appropriate to effectuate or confirm such transfer, free from the lien of this Deed of Trust, without the payment of any partial release for, or any other prepayment with respect to, the Notes, provided, however, that Beneficiary shall execute a lien release only if: (1) Beneficiary and Trustee shall have received an Officer's Certificate required by Section 10.03(a) of the Indenture; (2) no Event of Default shall have occurred hereunder, and no event which with notice or lapse of time or both would constitute such Event of Default, has occurred and is continuing and that the conditions of this Section 1.10 have been fulfilled, and such transfer and release is permitted by the Indenture; (3) Beneficiary and Trustee shall have received a counterpart of the instrument pursuant to which such transfer or release is to be made, and each instrument which Beneficiary or Trustee is requested to execute in order to effectuate or confirm such transfer or release; (4) Trustee and Beneficiary shall have been provided a legal description of the portion or all of the Six Acre Tracts, as applicable, in form reasonably acceptable to Trustee and Beneficiary; (5) the release of the lien of this Deed of Trust on the portion or all of the Six Acre Tracts, as applicable, shall not constitute or result in a violation of any subdivision, subdivided lands or other governmental law or regulation nor of any private restrictions affecting the Land; (6) upon release of this Deed of Trust on a portion or all of the Six Acre Tracts, as applicable, the Title Insurer, as the title insurance company insuring Beneficiary's interest under this Deed of Trust, shall issue to Beneficiary an endorsement to such policy, in form and substance satisfactory to Beneficiary in its sole discretion, confirming the continued priority of the lien of this Deed of Trust with respect to the remainder of the Land and the Title Insurer's continuing liability under such policy; (7) Trustor shall pay promptly to Beneficiary all costs and expenses incurred by or on behalf of Beneficiary in connection with the release of the lien of this Deed of Trust on the Six Acre Tracts, including without limitation all reasonable fees and expenses of counsel, all recordation fees, the costs of any endorsement to Beneficiary's title insurance policy required by Beneficiary, and any reasonable costs and expenses of Trustee; (8) Trustor and Beneficiary shall have executed and recorded such reciprocal easement agreements, and such declarations of covenants, conditions, restrictions or other agreements, the effect of which would be to burden and benefit the Six Acre Tracts with rights of access, ingress, and egress, among other things, as Beneficiary and Trustor shall reasonably request, in such form and content as shall be satisfactory to Beneficiary and Trustor, and Trustee shall have received evidence that all easements, cost sharing and similar arrangements benefitting the Land and Improvements, which in the reasonable judgment of Trustee are necessary to continue the operations at the Riviera, have been entered into (or alternatively, Trustee's receipt of satisfactory assurance that such agreements will be entered into in due course); (9) Trustee shall have received evidence that all other parties that have the right to consent to such release have given such consent; (10) Trustee shall have received evidence that the conveyance of the Six Acre Tracts, or any part thereof, will not have a material adverse effect on the Riviera; (11) Trustee shall have received evidence that the balance of the Land remaining after such severance constitutes (or will constitute, as a right) a separate parcel for purposes of taxes; (12) all real property and personal property security for the payment of the Notes and other Obligations, fees, costs and expenses described herein, other than the real property comprising the Six Acre Tracts, is and shall remain subject to the lien of this Deed of Trust; and (13) Trustee shall have received such other documents, opinions and assurances as Trustee may reasonably request (all of the foregoing to be in a form and substance satisfactory to Trustee). (c) Any consideration received for a transfer to any person empowered to exercise the right of eminent domain shall be subject to Section 1.6 hereof.