ACKNOWLEDGMENT CONFIRMING DELIVERY
THEREOF, (D) IF DELIVERED BY OVERNIGHT COURIER, ONE (1) BUSINESS DAY AFTER
DELIVERY TO THE COURIER PROPERLY ADDRESSED; OR (E) IF DELIVERED BY U.S. MAIL,
FOUR (4) BUSINESS DAYS AFTER DEPOSIT WITH POSTAGE PREPAID AND PROPERLY
ADDRESSED.
Notices shall be addressed as follows:
If to Seller:
Southwest Casino and Hotel Corp.
2001 Killebrew Drive
Bloomington, MN 55425
ATTN: Thomas E. Fox
Fax: (952) 853-9991
With a copy to:
Oppenheimer Wolff & Donnelly, LLP
Plaza VII, Suite 3200
35 South 7th Street
Minneapolis, MN 55402
ATTN: D. William Kaufman
Fax: (612) 607-7100
If to Buyer:
Black Diamond Commercial Finance, L.L.C.
100 Field Drive
Lake Forest, IL 60045-2580
ATTN: Hugo H. Gravenhorst
Fax: (847) 615-9064
With a copy to:
Black Diamond Capital Management, L.L.C.
One Sound Shore Drive
Suite 200
Greenwich, CT 06830
ATTN: Bob Rosenbloom
Fax: (203) 552-1014
and:
Latham & Watkins LLP
233 South Wacker Drive
Suite 5800, Sears Tower
Chicago, Illinois 60606
ATTN: Jeff Moran
Fax: (312) 993-9767
10
7.6
REFERENCES, PRONOUNS AND HEADINGS. EXCEPT AS OTHERWISE
SPECIFICALLY INDICATED, ALL REFERENCES TO SECTION OR SUBSECTION NUMBERS REFER TO
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT AND ALL REFERENCES TO EXHIBITS REFER
TO THE EXHIBITS ATTACHED HERETO. THE WORDS "HEREBY," "HEREOF," "HEREIN,"
"HERETO," "HEREUNDER," AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR SECTION OR SUBSECTION HEREOF. THE WORD
"HEREAFTER" SHALL MEAN AFTER, AND THE TERM "HERETOFORE" SHALL MEAN BEFORE, THE
DATE OF THIS AGREEMENT. THE WORD "OR" MEANS "AND/OR" AND THE WORDS "INCLUDE" AND
"INCLUDING" SHALL NOT BE CONSTRUED AS TERMS OF LIMITATION. AS USED HEREIN, ALL
PRONOUNS SHALL INCLUDE THE MASCULINE, FEMININE, NEUTER, SINGULAR AND PLURAL
THEREOF WHEREVER THE CONTEXT AND FACTS REQUIRE SUCH CONSTRUCTION. THE HEADINGS,
TITLES AND SUBTITLES HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND
ARE TO BE IGNORED IN ANY CONSTRUCTION OF THE PROVISIONS HEREOF.
7.7
ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING UPON, INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES HERETO, AND THEIR RESPECTIVE HEIRS,
PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS. NOTWITHSTANDING THE
FOREGOING, NO PARTY HERETO MAY ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER, IN THE CASE OF AN
ASSIGNMENT BY SELLER, OR OF SELLER, IN THE CASE OF AN ASSIGNMENT BY BUYER, AND
ANY PURPORTED ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE NULL AND VOID; PROVIDED,
HOWEVER, THAT SELLER AND BUYER MAY MAKE SUCH AN ASSIGNMENT WITHOUT CONSENT TO
(I) ITS AFFILIATES OR (II) A SUCCESSOR TO ALL OR A MATERIAL PORTION OF ITS
ASSETS OR BUSINESS, WHETHER IN A MERGER, SALE OF STOCK, SALE OF ASSETS OR OTHER
TRANSACTION, THE DEFINITIVE WRITTEN AGREEMENT FOR WHICH SHALL CONTAIN AN EXPRESS
ASSUMPTION BY THE SUCCESSOR OR ASSIGNEE OF SELLER'S OR BUYER'S, AS THE CASE MAY
BE, OBLIGATIONS HEREUNDER; AND PROVIDED, FURTHER, THAT BUYER MAY MAKE SUCH AN
ASSIGNMENT WITHOUT CONSENT TO ANY LENDER (AS SUCH TERM IS DEFINED IN THE CREDIT
AGREEMENT).
7.8
NO WAIVER. ANY EXTENSION OR