UNAFFILIATED INSURANCE
COMPANY HAS ACKNOWLEDGED COVERAGE) SHALL BE ENTERED OR FILED AGAINST ANY CREDIT
PARTY OR ANY OF THEIR RESPECTIVE ASSETS AND SHALL REMAIN UNDISCHARGED,
UNVACATED, UNBONDED OR UNSTAYED FOR A PERIOD OF 45 DAYS (OR IN ANY EVENT LATER
THAN 5 DAYS PRIOR TO THE DATE OF ANY PROPOSED SALE THEREUNDER).
(I)
DISSOLUTION.
ANY ORDER, JUDGMENT OR
DECREE SHALL BE ENTERED AGAINST ANY CREDIT PARTY DECREEING THE DISSOLUTION OR
SPLIT UP OF ANY CREDIT PARTY AND SUCH ORDER SHALL REMAIN UNDISCHARGED OR
UNSTAYED FOR A PERIOD IN EXCESS OF FIFTEEN (15) DAYS, OR ANY CREDIT PARTY SHALL
OTHERWISE DISSOLVE OR CEASE TO EXIST (EXCEPT AS PERMITTED BY SECTION 6.7).
(J)
CHANGE OF CONTROL.
A CHANGE OF CONTROL
SHALL OCCUR.
(K)
MATERIAL ADVERSE EFFECT.
A MATERIAL
ADVERSE EFFECT SHALL OCCUR.
(L)
TERMINATION BY PGBC.
THE PGCB ORDERS
THE TERMINATION OF THIS AGREEMENT OR ANY RELATED LOAN DOCUMENT PURSUANT TO 58
PA. CODE § 441A.13.
(M)
SECURITY DOCUMENTATION AND OTHER LOAN
DOCUMENTS.
AT ANY TIME AFTER THE EXECUTION AND DELIVERY THEREOF, (I) (X) THIS
AGREEMENT OR ANY LOAN DOCUMENT CEASES TO BE IN FULL FORCE AND EFFECT (OTHER THAN
BY REASON OF A RELEASE OF COLLATERAL IN ACCORDANCE WITH THE TERMS HEREOF OR
THEREOF OR THE SATISFACTION IN FULL OF THE OBLIGATIONS IN ACCORDANCE WITH THE
TERMS HEREOF) OR SHALL BE DECLARED NULL AND VOID, OR (Y) ADMINISTRATIVE AGENT
SHALL NOT HAVE OR SHALL CEASE TO HAVE A VALID AND PERFECTED FIRST PRIORITY LIEN
IN ANY COLLATERAL PURPORTED TO BE COVERED BY THE SECURITY DOCUMENTATION (EXCEPT
(1) AS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS OR (2) AS A RESULT OF THE
ACTIONS OR FAILURES TO ACT OF ADMINISTRATIVE AGENT OR ANY LENDER), OR (II) ANY
CREDIT PARTY SHALL CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT
IN WRITING OR DENY IN WRITING THAT IT HAS ANY FURTHER LIABILITY UNDER ANY LOAN
DOCUMENT TO WHICH IT IS A PARTY.
75
(N)
GAMING LICENSES.
THE SUSPENSION OR LOSS
(EXCLUDING ANY VOLUNTARY TERMINATION OF SUCH RIGHTS IN CONNECTION WITH A SALE,
LEASE OR CLOSURE OF A SITE (OTHER THAN THE MPI HOTEL/CASINO FACILITIES AND THE
PIDI HOTEL/CASINO FACILITIES), PROVIDED THAT SUCH SALE, LEASE OR CLOSURE WAS
OTHERWISE PERMITTED BY, AND COMPLIED WITH THE PROVISIONS OF, THE INDENTURE) OF
THE BORROWER'S OR ANY OF THE BORROWER'S SUBSIDIARIES' LEGAL RIGHT TO OPERATE
SLOT MACHINES OR TO CONDUCT OTHER GAMING OPERATIONS (OTHER THAN PARIMUTUEL
WAGERING) AT THE HOTEL/CASINO FACILITIES AND SUCH SUSPENSION OR LOSS CONTINUES
FOR MORE THAN 90 CONSECUTIVE DAYS OR FOR 120 DAYS WITHIN ANY CONSECUTIVE 180-DAY
PERIOD.
SECTION 8.2.
REMEDIES.
UPON AND AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT:
(A)
NON-BANKRUPTCY RELATED
DEFAULTS/TERMINATION.
IN THE CASE OF ANY EVENT OF DEFAULT SPECIFIED IN ANY
SECTION OTHER THAN SECTION 8.1(F), 8.1(G) OR 8.1(L), ADMINISTRATIVE AGENT MAY,
AND AT THE REQUEST OF THE REQUIRED LENDERS SHALL, BY NOTICE TO THE BORROWER FROM
TIME TO TIME DECLARE THE UNPAID PRINCIPAL AMOUNT OF THE TERM LOANS, INTEREST
ACCRUED THEREON AND ALL OTHER OBLIGATIONS TO BE