SPLIT UP
AND SUCH ORDER SHALL REMAIN UNDISCHARGED AND UNSTAYED FOR A PERIOD IN EXCESS OF
THIRTY (30) DAYS, OR BORROWERS SHALL OTHERWISE DISSOLVE OR CEASE TO EXIST;
R.
THE OCCURRENCE OF ANY CHANGE OF
CONTROL;
S.
MTRI SELLS, TRANSFERS, ASSIGNS,
HYPOTHECATES OR OTHERWISE ALIENATES ITS INTEREST IN ALL OR ANY PORTION OF THE
COMMON VOTING STOCK OF MPI, SGLVI, PIDI, SDI OR SGFI, OTHER THAN IN CONNECTION
WITH THE STOCK PLEDGES;
T.
THE OCCURRENCE OF ANY DEFAULT UNDER
ANY SUBSIDIARY GUARANTY DELIVERED TO AGENT BANK OR THE REVOCATION, TERMINATION
OR REPUDIATION OF SUCH SUBSIDIARY GUARANTY BY ANY SUBSIDIARY PRIOR TO BANK
FACILITIES TERMINATION;
U.
THE OCCURRENCE OF ANY MATERIAL ADVERSE
CHANGE;
V.
ANY SUBSIDIARY GUARANTY SHALL CEASE TO
BE IN FULL FORCE OR EFFECT IN ANY MATERIAL RESPECT, OR ANY SUBSIDIARY GUARANTOR
SHALL DENY OR DISAFFIRM SUCH
141
SUBSIDIARY GUARANTOR'S OBLIGATIONS UNDER THE SUBSIDIARY GUARANTY, OR SUCH
SUBSIDIARY GUARANTOR SHALL DEFAULT FOR A PERIOD OF THIRTY (30) DAYS AFTER NOTICE
THEREOF FROM AGENT BANK IN THE DUE PERFORMANCE OR OBSERVANCE OF ANY TERM,
COVENANT OR AGREEMENT ON ITS PART TO BE PERFORMED OR OBSERVED PURSUANT TO THE
SUBSIDIARY GUARANTY;
W.
THE PIDI CASINO COMPLETION DATE SHALL NOT
HAVE OCCURRED ON OR BEFORE JUNE 30, 2007 OR THE PIDI RACETRACK COMPLETION DATE
SHALL NOT HAVE OCCURRED ON OR BEFORE JUNE 30, 2008; OR
X.
THE SENIOR UNSECURED NOTES ARE NOT
FULLY REFINANCED WITH OTHER SENIOR UNSECURED INDEBTEDNESS PRIOR TO OCTOBER 1,
2009, WITH SUCH REFINANCING HAVING A MATURITY NO EARLIER THAN 2012.
SECTION 7.02.
DEFAULT REMEDIES.
A.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, AGENT BANK MAY AND, UPON THE CONSENT OF
REQUISITE LENDERS SHALL: (I) DECLARE ALL OF THE OUTSTANDING UNPAID INDEBTEDNESS
HEREUNDER AND UNDER THE NOTES AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH ALL
ACCRUED INTEREST THEREON, TO BE FULLY DUE AND PAYABLE WITHOUT PRESENTATION,
DEMAND, PROTEST OR NOTICE OF ANY KIND, AND, IN THE EVENT OF SUCH DECLARATION;
(II) SHALL TERMINATE THE OBLIGATION OF LENDERS TO MAKE ANY ADVANCES FOR
BORROWINGS; AND (III) SHALL TERMINATE THE OBLIGATION OF THE SWINGLINE LENDER TO
MAKE ANY ADVANCES UNDER THE SWINGLINE FACILITY; AND (IV) SHALL TERMINATE THE
OBLIGATION OF THE L/C ISSUER TO ISSUE LETTERS OF CREDIT; AND (V) SHALL DIRECT
THE BORROWERS TO PAY (AND EACH OF THE BORROWERS HEREBY JOINTLY AND SEVERALLY
AGREE UPON RECEIPT OF SUCH NOTICE TO PAY) TO THE L/C ISSUER AN AMOUNT IN CASH
EQUAL TO THE THEN OUTSTANDING L/C EXPOSURE, SUCH CASH TO BE HELD BY L/C ISSUER
IN THE CASH COLLATERAL ACCOUNT AS SECURITY FOR THE REPAYMENT OF ALL L/C
REIMBURSEMENT OBLIGATIONS THEREAFTER OCCURRING; PROVIDED, THAT, THE REMEDIES SET
FORTH IN CLAUSES (I) THROUGH (V) ABOVE WILL BE DEEMED TO HAVE BEEN AUTOMATICALLY
EXERCISED ON THE OCCURRENCE OF ANY EVENT SET OUT IN SECTIONS 7.01(G), (H) OR
(I);
B.
ADDITIONALLY, WHILE ANY EVENT OF DEFAULT HAS OCCURRED AND
REMAINS CONTINUING, THE BANKS AND/OR AGENT BANK MAY (I) EXERCISE ANY AND ALL
REMEDIES AVAILABLE TO BANKS OR