ALL MATERIAL RESPECTS;
AND NO CHANGES OR DEVELOPMENTS SHALL HAVE OCCURRED, AND NO NEW OR ADDITIONAL
INFORMATION SHALL HAVE BEEN RECEIVED OR DISCOVERED BY THE ADMINISTRATIVE AGENT
OR THE LENDERS REGARDING THE BORROWER, THE ACQUIRED COMPANIES OR THE TRANSACTION
AFTER JULY 20, 2006 THAT EITHER INDIVIDUALLY
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OR IN THE AGGREGATE COULD REASONABLY BE EXPECTED TO HAVE A "MATERIAL ADVERSE
EFFECT" (AS DEFINED IN THE RELATED DOCUMENTS).
(F)
EACH OF THE HOLDBACK AGREEMENT (AS DEFINED IN THE POST-CLOSING
AGREEMENT) AND THE EQUITY GUARANTEE SHALL BE IN FULL FORCE AND EFFECT.
(G)
THE "SECOND CLOSING" UNDER THE POST-CLOSING AGREEMENT SHALL HAVE
BEEN CONSUMMATED (OR SHALL BE CONCURRENTLY CONSUMMATED) STRICTLY IN ACCORDANCE
WITH THE TERMS THEREOF, WITHOUT ANY WAIVER OR AMENDMENT NOT CONSENTED TO BY THE
LENDERS OF ANY TERM, PROVISION OR CONDITION SET FORTH THEREIN, AND IN COMPLIANCE
WITH ALL APPLICABLE REQUIREMENTS OF LAW.
(H)
FROM NOVEMBER 1, 2006 TO THE CLOSING DATE, THE BORROWER SHALL HAVE
RECEIVED NOT LESS THAN $50.0 MILLION IN CASH PROCEEDS FROM CAPITAL CONTRIBUTIONS
TO ITS EQUITY FROM FUNDS INVESTED BY OCM IN CCR AND CONTRIBUTED TO BORROWER.
(I)
THE LENDERS SHALL BE SATISFIED AS TO ALL INTERCOMPANY
INDEBTEDNESS AND ALL INDEBTEDNESS AND OTHER LIABILITIES OF THE ACQUIRED
COMPANIES TO THIRD PARTIES THAT ARE TO REMAIN OUTSTANDING FOLLOWING THE CLOSING
DATE.
(J)
THE EXPIRATION OR TERMINATION OF THE REQUISITE WAITING PERIOD
UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976 SHALL HAVE
OCCURRED AND NO GOVERNMENTAL AUTHORITY (AS DEFINED IN THE RELATED DOCUMENTS)
SHALL HAVE ENACTED, PROMULGATED, ENFORCED OR ENTERED ANY GOVERNMENTAL ORDER (AS
DEFINED IN THE RELATED DOCUMENTS) WHICH IS IN EFFECT AND HAS THE EFFECT OF
MAKING THE TRANSACTIONS CONTEMPLATED BY THE RELATED DOCUMENTS ILLEGAL, OTHERWISE
RESTRAINING OR PROHIBITING CONSUMMATION OF SUCH TRANSACTIONS OR CAUSING ANY OF
SUCH TRANSACTIONS TO BE RESCINDED FOLLOWING COMPLETION, THEREOF. BORROWER SHALL
HAVE RECEIVED FINAL APPROVAL (EXCLUDING ANY APPEAL PERIOD, IF APPLICABLE) FROM
THE "COMMISSION" (AS DEFINED IN THE STOCK PURCHASE AGREEMENT) OF (X) THE
PURCHASE OF THE ACQUIRED COMPANIES BY BORROWER AND (Y) THE MANAGEMENT OF THE
RACING OPERATIONS OF THE "MEADOWS FACILITY" (AS DEFINED IN THE STOCK PURCHASE
AGREEMENT) UNDER THE RACING SERVICES AGREEMENT. EITHER (I) THE "GAMING BOARD"
(AS DEFINED IN THE STOCK PURCHASE AGREEMENT) SHALL HAVE ISSUED A PENNSYLVANIA
GAMING LICENSE TO ANY OF THE ACQUIRED COMPANIES OR (II) THE GAMING BOARD SHALL
HAVE APPROVED THE ISSUANCE OF A PENNSYLVANIA GAMING LICENSE TO ANY OF THE
ACQUIRED COMPANIES, AND THE ARRANGERS SHALL BE REASONABLY SATISFIED WITH THE
CONDITIONS CONTAINED IN SUCH APPROVAL. SINCE JULY 20, 2006, THERE SHALL NOT HAVE
BEEN ANY GAMING LAW, RULE OR REGULATION ENACTED, OR ANY INTERPRETATION OF AN
EXISTING GAMING LAW, RULE OR REGULATION ANNOUNCED, THAT RESTRICTS IN ANY
MATERIAL RESPECT (OR REQUIRES A LICENSE WITH RESPECT TO) THE ABILITY OF A LENDER
TO ASSIGN OR PARTICIPATE IN INTEREST IN THE TERM FACILITY.
(K)
THE LENDERS SHALL HAVE RECEIVED: (A) AN AUDITED COMBINED BALANCE
SHEET OF THE ACQUIRED COMPANIES AND THEIR SUBSIDIARIES (EXCLUDING THE "EXCLUDED
SUBSIDIARIES" AS DEFINED IN THE