BORROWINGS CONTEMPLATED HEREBY WOULD OCCUR AND IS CONTINUING, OR WOULD
RESULT FROM THE MAKING THEREOF, WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT
HEREUNDER.
SECTION 3.32.
GAMING PERMITS.
THE BORROWER
CONSOLIDATION SHALL HAVE ALL GAMING PERMITS MATERIAL TO OR REQUIRED FOR THE
CONDUCT OF ITS GAMING BUSINESSES AND THE CONDUCT OF GAMES OF CHANCE AT THE MPI
HOTEL/CASINO FACILITIES AND THE SGLVI HOTEL/CASINO FACILITY AND SUCH GAMING
PERMITS SHALL NOT THEN BE SUSPENDED, ENJOINED OR PROHIBITED (FOR ANY LENGTH OF
TIME) BY ANY GAMING AUTHORITY OR ANY OTHER GOVERNMENTAL AUTHORITY.
C.
ADDITIONAL CONDITIONS PRECEDENT TO
COMMITMENT INCREASE.
IN ADDITION TO THE REQUIREMENTS SET FORTH IN ARTICLES III
A AND B, THE OBLIGATION OF LENDERS (AS SUCH LENDERS ARE DEFINED AS OF THE
APPLICABLE DATE OF DETERMINATION) AND AGENT BANK TO MAKE AVAILABLE THE
COMMITMENT INCREASE IS SUBJECT TO AND CONTINGENT UPON (I) SATISFACTION OF EACH
OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN SECTION 2.01(D),
96
AND (II) AGENT BANK HAVING RECEIVED IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT BANK OR IN THE CASE OF AN OCCURRENCE, ACTION OR
EVENT, THE OCCURRENCE OF EACH OF THE FOLLOWING:
SECTION 3.33.
AMENDMENTS TO SECURITY DOCUMENTS.
BORROWER SHALL EXECUTE AND DELIVER TO AGENT BANK SUCH AMENDMENTS TO THE SECURITY
DOCUMENTATION AS MAY BE REQUIRED BY AGENT BANK TO ADD THE COMMITMENT INCREASE AS
AN OBLIGATION SECURED BY THE SECURITY DOCUMENTATION.
SECTION 3.34.
REVOLVING CREDIT NOTE.
BORROWER SHALL
EXECUTE AND DELIVER AN AMENDMENT AND RESTATEMENT OF THE REVOLVING CREDIT NOTE,
IN A FORM REASONABLY ACCEPTABLE TO AGENT BANK, IN THE AMOUNT OF THE THEN
AGGREGATE COMMITMENT AS INCREASED BY THE COMMITMENT INCREASE.
SECTION 3.35.
OPINION OF COUNSEL - COMMITMENT
INCREASE.
AN OPINION OF COUNSEL TO THE BORROWER AND ADDRESSED TO THE AGENT BANK
ON BEHALF OF ITSELF AND EACH OF THE BANKS, TOGETHER WITH THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, OPINING AS TO SUCH MATTERS AS ARE REASONABLY REQUIRED BY
AGENT BANK AND THE REQUISITE LENDERS, INCLUDING, WITHOUT LIMITATION, THAT THE
COMMITMENT INCREASE IS PERMITTED UNDER THE TERMS OF THE SENIOR UNSECURED
INDENTURE AND SENIOR SUBORDINATED INDENTURE.
SECTION 3.36.
ENDORSEMENT OF TITLE INSURANCE
POLICY.
AS OF THE COMMITMENT INCREASE EFFECTIVE DATE, BORROWER, AT BORROWER'S
EXPENSE, SHALL CAUSE THE TITLE INSURANCE POLICY TO BE ENDORSED WITH A CLTA FORM
108.8, CLTA FORM 110.5 AND/OR OTHER APPROPRIATE ENDORSEMENT(S) (IN EACH CASE, IN
A FORM AND SUBSTANCE ACCEPTABLE TO AGENT BANK) FOR THE PURPOSE OF
(A) REAFFIRMING THE LIEN AND PRIORITY OF THE DEEDS OF TRUST, AS AMENDED, AND
(B) INCREASING THE COVERAGE AMOUNT THEREUNDER BY THE AMOUNT OF THE COMMITMENT
INCREASE.
SECTION 3.37.
REIMBURSEMENT FOR EXPENSES AND FEES.
REIMBURSEMENT AND PAYMENT BY BORROWER FOR ALL ARRANGEMENT FEES, UPFRONT FEES AND
ALL REASONABLE FEES AND OUT-OF-POCKET EXPENSES INCURRED BY AGENT BANK IN
CONNECTION WITH THE COMMITMENT INCREASE, INCLUDING, BUT NOT LIMITED TO, TITLE
INSURANCE PREMIUMS, REASONABLE ATTORNEY'S FEES OF HENDERSON & MORGAN, LLC AND
ALL OTHER LIKE FEES AND EXPENSES RELATING TO THE COMMITMENT INCREASE EFFECTIVE
DATE, PROVIDED THAT THE AMOUNT THEN INVOICED