ANY SUCH DISCLOSURE; (G) TO ANY RATING
AGENCY WHEN REQUIRED BY IT, PROVIDED THAT, PRIOR TO ANY DISCLOSURE, SUCH RATING
AGENCY SHALL UNDERTAKE IN WRITING TO PRESERVE THE CONFIDENTIALITY OF ANY
CONFIDENTIAL INFORMATION RELATING TO THE CREDIT PARTIES RECEIVED BY IT FROM
ADMINISTRATIVE AGENT OR ANY LENDER; AND (H) TO ANOTHER FINANCIAL INSTITUTION IN
CONNECTION WITH A DISPOSITION OR PROPOSED DISPOSITION TO THAT FINANCIAL
INSTITUTION OF ALL OR PART OF THAT LENDER'S TERM LOANS HEREUNDER, WHETHER BY
ASSIGNMENT OR PARTICIPATION, PROVIDED THAT THE RECIPIENT IS ADVISED OF AND
AGREES TO BE BOUND BY THE PROVISIONS OF THIS SECTION 10.18.
FOR PURPOSES OF THE
FOREGOING, "NON-PUBLIC INFORMATION" SHALL MEAN ANY INFORMATION RESPECTING THE
BORROWER OR ANY OTHER CREDIT PARTY REASONABLY CONSIDERED BY THE BORROWER TO BE
MATERIAL AND NOT AVAILABLE TO THE PUBLIC AND WHICH HAS BEEN IDENTIFIED AS SUCH
BY THE APPLICABLE CREDIT PARTY, OTHER THAN (I) INFORMATION PREVIOUSLY FILED WITH
ANY GOVERNMENTAL AGENCY AND AVAILABLE TO THE PUBLIC, (II) INFORMATION WHICH IS
AVAILABLE TO THE GENERAL PUBLIC AT THE TIME OF USE OR DISCLOSURE,
(III) INFORMATION WHICH BECOMES AVAILABLE TO THE GENERAL PUBLIC, OTHER THAN BY
MANNER OF UNAUTHORIZED DISCLOSURE OR USE, OR (IV) INFORMATION PREVIOUSLY
PUBLISHED IN ANY PUBLIC MEDIUM FROM A SOURCE OTHER THAN, DIRECTLY OR INDIRECTLY,
ADMINISTRATIVE AGENT OR ANY LENDER.
NOTHING IN THIS SECTION SHALL BE CONSTRUED
TO CREATE OR GIVE RISE TO ANY FIDUCIARY DUTY ON THE PART OF ADMINISTRATIVE AGENT
OR THE LENDERS TO THE BORROWER OR ANY OTHER CREDIT PARTY.
SECTION 10.19.
ADDITIONAL GAMING PROVISIONS.
(A)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT OR IN THE SECURITY DOCUMENTATION TO THE CONTRARY RELATING TO
COLLATERAL LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA, ADMINISTRATIVE AGENT
HEREBY CONFIRMS THAT IT DOES NOT AND WILL NOT HAVE OR OTHERWISE CLAIM A SECURITY
INTEREST IN, OR LIEN ON, MONIES AND OTHER FUNDS ON ACCOUNT FOR TAXES OWED TO THE
COMMONWEALTH OF PENNSYLVANIA UNDER CHAPTER 14 OF THE PENNSYLVANIA RACE HORSE
DEVELOPMENT AND GAMING ACT, 4 PA. CONS. STAT. ANN. § 1101 ET. SEQ.
(B)
THE LENDERS ACKNOWLEDGE THAT (I) THE PGCB
HAS THE AUTHORITY PURSUANT TO 58 PA. CODE § 441A.13 TO REVIEW AGREEMENTS
PERTAINING TO PIDI, (II) IF THE PGCB FINDS THAT AN AGREEMENT IS NOT IN THE
PUBLIC INTEREST OR IS INIMICAL TO THE INTEREST OF GAMING IN THE COMMONWEALTH OF
PENNSYLVANIA, THE PGCB MAY, BY ORDER, REQUIRE THE TERMINATION OF THE AGREEMENT
OR ASSOCIATION OF ANY PERSON ASSOCIATED THEREWITH, OR PURSUE ANY REMEDY OR
COMBINATION OF REMEDIES AUTHORIZED BY APPLICABLE LAW.
THE LENDERS FURTHER
ACKNOWLEDGE THAT THE BORROWER AND THE GUARANTORS MAY TERMINATE THIS AGREEMENT,
OR ANY RELATED LOAN DOCUMENT, IF THE PGCB ORDERS THE TERMINATION OF THIS
AGREEMENT OR ANY RELATED LOAN DOCUMENT PURSUANT TO 58 PA. CODE § 441A.13.
UPON
ANY SUCH TERMINATION AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AND ALL OBLIGATIONS (INCLUDING THE APPLICABLE PREPAYMENT PREMIUM) SHALL BE
IMMEDIATELY DUE AND PAYABLE.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR IN THE SECURITY
DOCUMENTATION TO THE CONTRARY, THE COLLATERAL SHALL