ANY MANNER WHATSOEVER CLAIM
OR TAKE THE BENEFIT OR ADVANTAGE OF, ANY
6
STAY, EXTENSION USURY OR OTHER LAW, WHEREVER ENACTED, NOW OR AT ANY TIME
HEREAFTER IN FORCE, THAT WOULD PROHIBIT OR FORGIVE THE PAYMENT OF ALL OR ANY
PORTION OF THE PRINCIPAL OF OR INTEREST ON THE NOTES, OR THAT MAY AFFECT THE
COVENANTS OR THE PERFORMANCE OF THE INDENTURE OR ANY OF THE SECURITY DOCUMENTS
(AND, TO THE EXTENT IT MAY LAWFULLY DO SO, EACH ISSUER HEREBY EXPRESSLY WAIVES
ALL BENEFIT OR ADVANTAGE OF ANY SUCH LAW, AND COVENANTS THAT IT SHALL NOT, BY
RESORT TO ANY SUCH LAW, HINDER, DELAY OR IMPEDE THE EXECUTION OF ANY POWER
GRANTED TO THE TRUSTEE IN THE INDENTURE OR TO THE SECURED PARTY IN THE SECURITY
DOCUMENTS BUT SHALL SUFFER AND PERMIT THE EXECUTION OF EVERY SUCH POWER AS
THOUGH NO SUCH LAW HAD BEEN ENACTED).
(I)
SECURITY INTERESTS.
(A) TO DO AND
PERFORM ALL THINGS REQUIRED TO BE DONE AND PERFORMED UNDER THE SECURITY
DOCUMENTS PRIOR TO, ON AND AFTER THE CLOSING DATE, INCLUDING, WITHOUT
LIMITATION, ALL THINGS THAT ARE REQUIRED TO BE DONE AND PERFORMED UNDER THE
SECURITY DOCUMENTS THAT ARE NECESSARY OR REASONABLY ADVISABLE TO OBTAIN ON OR
PRIOR TO THE CLOSING DATE (I) ALL PERMITS (AS DEFINED BELOW), OTHER THAN ANY
GAMING APPROVALS REQUIRED TO BE OBTAINED BY A PURCHASER IN A FORECLOSURE SALE,
NECESSARY FOR THE GRANTING, PERFECTION AND ENFORCEMENT OF THE SECURITY INTERESTS
AND FOR THE FORECLOSURE BY THE SECURED PARTY THEREON FOLLOWING AN EVENT OF
DEFAULT (AS DEFINED IN THE INDENTURE), (II) ALL TERMINATION STATEMENTS, MORTGAGE
RELEASES AND OTHER DOCUMENTS NECESSARY TO TERMINATE ANY LIENS (AS DEFINED IN THE
INDENTURE) ON THE COLLATERAL (OTHER THAN LIENS CREATED BY THE INDENTURE, LIENS
CREATED BY THE SECURITY DOCUMENTS AND PERMITTED LIENS (AS DEFINED IN THE
INDENTURE)), AND (III) SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT AND
ANY PERMITTED LIENS, A VALID AND PERFECTED, FIRST PRIORITY SECURITY INTEREST
WITH RESPECT TO EACH OF THE ASSETS, SHARES OF CAPITAL STOCK AND MEMBERSHIP
INTERESTS WHICH ARE TO CONSTITUTE, AS OF THE CLOSING DATE, THE COLLATERAL.
(B)
TO PROVIDE AN A.L.T.A. SURVEY OF THE FACILITY, CERTIFIED TO ALL PARTIES
DESIGNATED BY THE INITIAL PURCHASER IN A MANNER SATISFACTORY TO THE INITIAL
PURCHASER, BY A LAND SURVEYOR DULY REGISTERED AND LICENSED IN THE STATE IN WHICH
THE PROPERTY DESCRIBED IN SUCH SURVEY IS LOCATED AND REASONABLY ACCEPTABLE TO
THE INITIAL PURCHASER, WITHIN THIRTY (30) DAYS OF CLOSING IF THE ISSUERS FAIL TO
SATISFY THE CONDITION TO CLOSING SET FORTH IN SECTION 9(A)(XIV)(H).
ADDITIONAL
TITLE INSURANCE SHALL BE PROVIDED OR ADDITIONAL ACTION SHALL BE TAKEN WITHIN
THIRTY (30) DAYS OF CLOSING TO CURE DEFECTS AS MAY BE DISCLOSED ON ANY SUCH
SURVEY AS REASONABLY REQUIRED BY THE INITIAL PURCHASER OR THE TRUSTEE, PROVIDED
THAT SUCH DEFECT BE SUSCEPTIBLE TO CURE, AND FURTHER PROVIDED THAT FAILURE TO SO
CURE OR INSURE OVER, WHETHER THE DEFECT BE SUSCEPTIBLE TO CURE OR NOT, SHALL
CONSTITUTE AN EVENT OF DEFAULT.
(J)
INTEGRATION.
NOT