ANY LENDER IS NOT A
QUALIFIED PERSON (IN ANY SUCH CASE, A "FORMER LENDER"), THE ADMINISTRATIVE AGENT
AND EACH ISSUING LENDER OR BORROWER SHALL HAVE THE RIGHT (BUT NOT THE DUTY) TO
DESIGNATE A LENDER OR LENDERS (IN EACH CASE, A "SUBSTITUTE LENDER," WHICH MAY BE
ANY LENDER OR LENDERS THAT AGREE TO BECOME A SUBSTITUTE LENDER AND, IF NOT AN
EXISTING LENDER, WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AND BORROWER TO
THE EXTENT PROVIDED IN SECTION 10.04(B)) THAT HAVE AGREED TO ASSUME THE RIGHTS
AND OBLIGATIONS OF THE FORMER LENDER, SUBJECT TO RECEIPT BY THE ADMINISTRATIVE
AGENT OF EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT SUCH SUBSTITUTE
LENDER IS A QUALIFIED PERSON, OR HAS A REASONABLE BASIS FOR A BELIEF THAT THE
SUBSTITUTE LENDER IS ELIGIBLE TO BE A QUALIFIED PERSON, AND COMPLIANCE WITH
GAMING LAWS. THE SUBSTITUTE LENDER SHALL ASSUME THE RIGHTS AND OBLIGATIONS OF
THE FORMER LENDER UNDER THIS AGREEMENT PURSUANT TO AN ASSIGNMENT AND ASSUMPTION,
WHICH ASSUMPTION SHALL BE REQUIRED TO COMPLY WITH, AND SHALL BECOME EFFECTIVE IN
ACCORDANCE WITH, THE PROVISIONS OF SECTION 10.04(B); PROVIDED THAT THE PURCHASE
PRICE TO BE PAID BY THE SUBSTITUTE LENDER TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE FORMER LENDER FOR SUCH ASSUMPTION SHALL EQUAL THE SUM OF (I) THE
UNPAID PRINCIPAL AMOUNT OF ANY NOTES HELD OR LOANS MADE BY THE FORMER LENDER
PLUS ACCRUED INTEREST THEREON, PLUS (II) THE FORMER LENDER'S PRO RATA SHARE OF
THE AGGREGATE AMOUNT OF REIMBURSEMENT OBLIGATIONS THAT HAVE NOT BEEN REIMBURSED
BY BORROWER, PLUS ACCRUED INTEREST THEREON, PLUS (III) SUCH FORMER LENDER'S PRO
RATA SHARE OF ACCRUED FEES TO THE DATE OF THE ASSUMPTION; AND PROVIDED, FURTHER,
BORROWER SHALL PAY ALL OBLIGATIONS OWING TO THE FORMER LENDER UNDER THE LOAN
DOCUMENTS. EACH LENDER AGREES THAT IF IT BECOMES A FORMER LENDER, UPON PAYMENT
TO IT BY BORROWER OF ALL SUCH AMOUNTS, IF ANY, OWING TO IT UNDER THE LOAN
DOCUMENTS, IT WILL EXECUTE AND DELIVER AN ASSIGNMENT AND ASSUMPTION UPON PAYMENT
OF SUCH PURCHASE PRICE.
(I)
NOTWITHSTANDING THE PROVISIONS OF SUBSECTION (H) OF THIS
SECTION 10.04, BUT SUBJECT TO APPLICABLE GAMING LAWS, IF ANY LENDER BECOMES A
FORMER LENDER, AND IF THE ADMINISTRATIVE AGENT OR BORROWER FAILS TO FIND A
SUBSTITUTE LENDER PURSUANT TO SUBSECTION (H) OF THIS SECTION WITHIN ANY TIME
PERIOD SPECIFIED BY THE APPROPRIATE GAMING AUTHORITY FOR THE WITHDRAWAL OF A
FORMER LENDER (THE "WITHDRAWAL PERIOD"), BORROWER SHALL IMMEDIATELY (I) PREPAY
IN FULL THE OUTSTANDING PRINCIPAL AMOUNT OF EACH NOTE HELD OR LOAN MADE BY SUCH
FORMER LENDER, TOGETHER WITH ACCRUED INTEREST THEREON TO THE LATER OF (X) THE
DATE OF PAYMENT OR (Y) THE LAST DAY OF ANY WITHDRAWAL PERIOD, AND (II) AT THE
OPTION OF BORROWER EITHER (A) PLACE AN AMOUNT EQUAL TO SUCH FORMER LENDER'S LC
EXPOSURE IN A SEPARATE CASH COLLATERAL ACCOUNT WITH THE ADMINISTRATIVE
147
AGENT FOR EACH OUTSTANDING LETTER OF CREDIT, WHICH AMOUNT WILL BE APPLIED BY THE
ADMINISTRATIVE AGENT TO SATISFY BORROWER'S REIMBURSEMENT OBLIGATIONS TO THE
RESPECTIVE ISSUING LENDER