COMPANY, INCLUDING UPON
DISSOLUTION, EXCEPT THE REDEMPTION PRICES REFERRED TO IN CLAUSE (2) ABOVE.
The applicable Securityholder shall notify the Company in writing of any
transfer or redemption pursuant to this Section 3.8 as soon as practicable.
Any
Securityholder that is required to apply for a license, qualification or a
finding of suitability shall be responsible for all fees and costs of applying
for and obtaining the license, qualification or finding of suitability and of
any investigation by the Gaming Authority.
SECTION 3.9
SPECIAL PURPOSE ENTITY.
THE COMPANY IS, AS OF THE DATE HEREOF, A
SINGLE-MEMBER SPE (AS DEFINED IN THE CMBS DOCUMENTS), AND THE ADMISSION OF ANY
NEW MEMBER TO THE COMPANY WILL CAUSE IT TO VIOLATE THOSE PROVISIONS OF THE CMBS
DOCUMENTS THAT REQUIRE CERTAIN MULTI-MEMBER LIMITED LIABILITY COMPANIES TO HAVE
AT LEAST ONE MEMBER THAT IS A SPE. THEREFORE, AS PROMPTLY AS PRACTICABLE AFTER
THE DATE HEREOF, EQUITYCO, AS SOLE MEMBER OF THE COMPANY, SHALL CONTRIBUTE A ONE
PERCENT INTEREST IN THE COMPANY TO A WHOLLY-OWNED SPE LIMITED LIABILITY COMPANY
FORMED FOR THE SOLE PURPOSE OF HOLDING SUCH INTEREST, IN ORDER TO SATISFY THE
REQUIREMENT THAT THE COMPANY REMAIN A SPE UPON THE ISSUANCE OF MEMBERSHIP
INTERESTS TO THE HOLDERS OF WARRANTS. IT IS UNDERSTOOD AND AGREED THAT EQUITYCO
WILL (I) OBTAIN
20
ALL REQUIRED GAMING APPROVALS IN CONNECTION WITH THE ADMISSION OF SUCH NEW SPE
SUBSIDIARY TO THE COMPANY PRIOR TO SUCH ADMISSION, AND (II) PLEDGE THE EQUITY
INTEREST IN SUCH NEW SPE SUBSIDIARY TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE MEZZANINE INVESTORS.
IN ADDITION, THE SECURITYHOLDERS AGREE THAT ALL
PROVISIONS OF THE RESTRUCTURING DOCUMENTS, INCLUDING THIS AGREEMENT AND THE
PLEDGE AGREEMENT, ARE HEREBY WAIVED SOLELY TO THE EXTENT NECESSARY TO ALLOW
EQUITYCO AND THE COMPANY TO CARRY OUT THE EXPRESS PROVISIONS OF THIS SECTION
3.9.
SECTION 3.10
GAMING AUTHORITIES AND GAMING APPROVAL.
GAMING AUTHORITY APPROVAL
IS REQUIRED PRIOR TO THE ISSUANCE OF THE WARRANTS DESCRIBED HEREIN AND THE
GRANTING OF THE PLEDGE DESCRIBED IN THE PLEDGE AGREEMENT.
IT IS UNDERSTOOD AND
AGREED THAT:
(A)
PROMPTLY AND IN ANY EVENT WITHIN 30 DAYS FOLLOWING THE CLOSING
DATE, EQUITYCO AND THE COMPANY AGREES TO MAKE ALL FILINGS NECESSARY TO OBTAIN
ALL APPROVALS (COLLECTIVELY THE "APPROVALS") REQUIRED UNDER APPLICABLE GAMING
LAWS FOR (I) THE PLEDGE BY EQUITYCO TO THE COLLATERAL AGENT FOR ITSELF AND FOR
THE BENEFIT OF THE MEZZANINE INVESTORS OF ITS EQUITY INTERESTS IN THE COMPANY,
(II) ISSUANCE OF THE WARRANTS TO THE MEZZANINE INVESTORS, AND (III) ANY OTHER
RESTRICTIONS ON THE ISSUANCE OR TRANSFER OF OR AGREEMENTS NOT TO ENCUMBER THE
EQUITY INTERESTS IN THE COMPANY, AND, IN EACH CASE, TO USE ITS CONTINUOUS,
DILIGENT AND COMMERCIALLY REASONABLE BEST EFFORTS TO OBTAIN SUCH APPROVALS.
(B)
THE COMPANY SHALL OBTAIN ALL APPROVALS WITHIN 180 DAYS FOLLOWING
THE FILING OF ALL APPLICATIONS THEREFOR IN ACCORDANCE WITH THE PRECEDING CLAUSE
(A).
SUCH 180-DAY PERIOD SHALL BE EXTENDED BY ANY DELAY ATTRIBUTABLE TO
COLLATERAL AGENT'S OR ANY MEZZANINE INVESTOR'S FAILURE TO COOPERATE WITH THE
GAMING AUTHORITIES