THE
PLEDGED INTERESTS PURSUANT TO THIS AGREEMENT, AND IF IN THE OPINION OF THE
COLLATERAL AGENT IT IS NECESSARY OR ADVISABLE TO HAVE THE PLEDGED INTERESTS, OR
THAT PORTION THEREOF TO BE SOLD, AND REGISTERED UNDER THE PROVISIONS OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), SUBJECT TO APPLICABLE
GAMING LAWS AND THE EXPRESS REQUIREMENTS OF THE NEVADA GAMING AUTHORITIES, THE
PLEDGOR WILL CAUSE THE ISSUER UPON RECEIPT OF A WRITTEN REQUEST OF THE
COLLATERAL AGENT TO (I) EXECUTE AND DELIVER, AND CAUSE THE MANAGERS, DIRECTORS,
OFFICERS AND MEMBERS, AS APPLICABLE, OF THE ISSUER TO EXECUTE AND DELIVER, ALL
SUCH INSTRUMENTS AND DOCUMENTS, AND DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS
AS MAY BE, IN THE REASONABLE OPINION OF THE COLLATERAL AGENT, NECESSARY OR
ADVISABLE TO REGISTER THE PLEDGED INTERESTS, OR THAT PORTION THEREOF TO BE SOLD,
UNDER THE PROVISIONS OF THE SECURITIES ACT, (II) USE ITS COMMERCIALLY REASONABLE
BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT RELATING THERETO TO
7
BECOME EFFECTIVE AND TO REMAIN EFFECTIVE FOR A PERIOD OF ONE YEAR FROM THE DATE
OF THE FIRST PUBLIC OFFERING OF THE PLEDGED INTERESTS, OR THAT PORTION THEREOF
TO BE SOLD, AND (III) MAKE ALL AMENDMENTS THERETO AND/OR TO THE RELATED
PROSPECTUS WHICH, IN THE REASONABLE OPINION OF THE COLLATERAL AGENT, ARE
NECESSARY OR ADVISABLE, AND IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION APPLICABLE THERETO.
PLEDGOR AGREES TO CAUSE THE ISSUER TO COMPLY
WITH THE PROVISIONS OF THE SECURITIES OR "BLUE SKY" LAWS OF ANY AND ALL
JURISDICTIONS WHICH THE COLLATERAL AGENT SHALL DESIGNATE, AND TO MAKE AVAILABLE
TO THE MEZZANINE INVESTORS, AS SOON AS PRACTICABLE, AN EARNING STATEMENT (WHICH
NEED NOT BE AUDITED) WHICH WILL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT.
10.
PRIVATE SALE; FURTHER ASSURANCES
(A)
PLEDGOR RECOGNIZES THAT THE COLLATERAL AGENT MAY BE UNABLE TO
EFFECT A PUBLIC SALE OF ANY OR ALL OF THE PLEDGED INTERESTS, BY REASON OF
CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR OTHERWISE, AND MAY DESIRE TO RESORT TO ONE OR MORE PRIVATE
SALES THEREOF TO A RESTRICTED GROUP OF PURCHASERS WHICH WILL BE OBLIGED TO
AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH SECURITIES FOR THEIR OWN ACCOUNT FOR
INVESTMENT, AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
PLEDGOR
ACKNOWLEDGES AND AGREES THAT ANY SUCH PRIVATE SALE MAY RESULT IN PRICES AND
OTHER TERMS LESS FAVORABLE THAN IF SUCH SALE WERE A PUBLIC SALE, AND
NOTWITHSTANDING SUCH CURRENT CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE
SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER PROVIDED
THAT SUCH PRIVATE SALE DOES NOT VIOLATE APPLICABLE LAWS.
THE COLLATERAL AGENT
MAY TAKE ANY MEASURES DEEMED NECESSARY BY THE COLLATERAL AGENT, IN ITS
REASONABLE DISCRETION, TO COMPLY WITH ANY REQUIREMENT, LIMITATION OR RESTRICTION
UNDER ANY APPLICABLE SECURITIES LAWS (INCLUDING THE SECURITIES ACT) IN
CONNECTION WITH SUCH SALE AS IT MAY