BE REASONABLY ADVISED BY COUNSEL IS REQUIRED
IN ORDER TO AVOID ANY VIOLATION OF ANY SUCH APPLICABLE SECURITIES LAWS
(INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH PROCEDURES UNDER APPLICABLE
SECURITIES LAWS (IF ANY) THAT MAY RESTRICT THE NUMBER OF PROSPECTIVE BIDDERS AND
PURCHASERS, REQUIRE THAT SUCH PROSPECTIVE BIDDERS AND PURCHASERS HAVE CERTAIN
QUALIFICATIONS, AND RESTRICT SUCH PROSPECTIVE BIDDERS AND PURCHASERS TO PERSONS
WHO WILL REPRESENT AND AGREE THAT THEY ARE PURCHASING FOR THEIR OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE OF SUCH PLEDGED
INTERESTS).
AT OR BEFORE ANY PRIVATE SALE, THE COLLATERAL AGENT MAY REQUIRE
THAT PROSPECTIVE BIDDERS ESTABLISH, TO THE COLLATERAL AGENT'S REASONABLE
SATISFACTION, THAT THEY ARE INVESTORS WHICH QUALIFY AS PURCHASERS OF THE PLEDGED
INTERESTS UNDER THE SECURITIES ACT, ANY OTHER APPLICABLE SECURITIES LAWS OR ANY
EXEMPTION THEREUNDER.
THE COLLATERAL AGENT SHALL BE UNDER NO OBLIGATION TO
DELAY A SALE OR ANY OF THE PLEDGED INTERESTS FOR THE PERIOD OF TIME NECESSARY TO
PERMIT THE ISSUER THEREOF TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE
SECURITIES ACT, OR UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF SUCH ISSUER
WOULD AGREE TO DO SO.
(B)
PLEDGOR AGREES TO USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO
DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY TO MAKE SUCH
PUBLIC OR PRIVATE SALE OF ALL OR ANY PORTION OF THE PLEDGED INTERESTS PURSUANT
TO THIS AGREEMENT VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER
APPLICABLE REQUIREMENTS OF LAW, THE GAMING LAWS, AND THE REQUIREMENTS OF THE
NEVADA GAMING AUTHORITIES.
PLEDGOR FURTHER AGREES THAT A BREACH OF ANY OF THE
COVENANTS CONTAINED IN EITHER SECTION 9 OR SECTION 10 OF THIS AGREEMENT WILL
CAUSE IRREPARABLE INJURY TO THE COLLATERAL AGENT AND THE MEZZANINE INVESTORS,
THAT THE COLLATERAL AGENT AND THE MEZZANINE INVESTORS HAVE NO ADEQUATE REMEDY AT
LAW IN RESPECT OF SUCH BREACH, AND, AS A
8
CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN SECTION 9 AND SECTION 10
SHALL BE SPECIFICALLY ENFORCEABLE AGAINST PLEDGOR, AND PLEDGOR HEREBY WAIVES AND
AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF
SUCH COVENANTS EXCEPT FOR A DEFENSE THAT (I) NO EVENT OF DEFAULT HAS OCCURRED OR
(II) THE EXERCISE BY THE COLLATERAL AGENT OF ITS RIGHTS AND REMEDIES VIOLATED
THE TERMS OF THIS AGREEMENT OR APPLICABLE LAWS.
(C)
IF NOTICE OF DISPOSITION IS REQUIRED BY APPLICABLE LAWS BE GIVEN,
SUCH NOTICE SHALL BE SUFFICIENT AND COMMERCIALLY REASONABLE IF GIVEN TO THE
PLEDGOR BY OR ON BEHALF OF THE COLLATERAL AGENT AT LEAST TEN (10) DAYS PRIOR TO
THE PROPOSED DISPOSITION.
(D)
THE COLLATERAL AGENT MAY, ON THE REQUEST OF THE MAJORITY HOLDERS,
PURCHASE ANY OR ALL OF THE PLEDGED INTERESTS SOLD AT ANY PUBLIC SALE OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAWS, AT ANY PRIVATE SALE.
(E)
THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE
PURSUANT TO ANY NOTICE GIVEN AND MAY, WITHOUT NOTICE OR PUBLICATION, ADJOURN ANY
PUBLIC OR PRIVATE