PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEVADA AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION
7.4.
THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
TO THE EXTENT THAT THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PLEDGOR HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS PLEDGE AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
SECTION 7.10.
Waiver of Jury Trial.
THE ADMINISTRATIVE AGENT, THE
OTHER SECURED PARTIES AND THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER,
17
OR IN CONNECTION WITH, THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES OR THE
PLEDGOR
IN CONNECTION HEREWITH OR THEREWITH.
THE PLEDGOR ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND EACH
OTHER SECURED PARTY ENTERING INTO THIS PLEDGE AGREEMENT, THE CREDIT AGREEMENT
AND EACH OTHER LOAN DOCUMENT.
SECTION 7.11.
Regulatory Matters. Notwithstanding any other
provision of this Agreement, Administrative Agent acknowledges and agrees that:
(a)
The pledge of the Membership Interests issued by entities licensed
by or registered with the Gaming Board by Pledgor is not effective without the
prior approval of the Gaming Board, and any subsequent amendment of the
Agreement will require approval of the Gaming Boards in order to be effective.
(b)
In the event that, upon the occurrence and during the continuance
of an Event of Default, Administrative Agent exercises any of the voting and
consensual rights or one or more of the remedies set forth in Article VI of this
Agreement, including but not limited to (i) re-registration of the Membership
Interests, or (ii) foreclosure, transfer or other enforcement of the security
interests in the Membership Interests, pursuant to applicable Gaming Laws, such
exercise of remedies shall require the separate and prior approval of the Gaming
Board and/or licensing of Administrative Agent (unless such licensing
requirement is waived by the Gaming Board upon application of Administrative
Agent) pursuant to applicable Gaming Laws.
(c)
The approval by the Gaming Board of this Agreement shall not act
or be construed