NOTIFY THE COLLATERAL AGENT PROMPTLY IN WRITING OF
THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO THE PLEDGED INTERESTS
ISSUED BY ISSUER.
(C)
DISTRIBUTIONS.
SUBJECT TO SECTION 3(A) AND SECTION 6 HEREOF, THE
PLEDGOR SHALL BE PERMITTED TO (I) RECEIVE, RETAIN AND UTILIZE DISTRIBUTIONS ON
THE PLEDGED INTERESTS MADE BY THE ISSUER FOR ANY PURPOSE NOT PROHIBITED BY THE
INVESTOR RIGHTS AGREEMENT.
4.
REPRESENTATIONS AND WARRANTIES OF PLEDGOR.
Pledgor represents and warrants to Collateral Agent on the Effective Date (as
hereinafter defined) that:
(A)
PLEDGOR HAS THE NECESSARY LIMITED LIABILITY COMPANY POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT, TO PLEDGE THE COLLATERAL FOR THE
PURPOSES DESCRIBED HEREIN AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY PLEDGOR OF THIS
AGREEMENT AND THE PLEDGE OF THE COLLATERAL HEREUNDER HAVE BEEN (I) DULY AND
PROPERLY AUTHORIZED BY ALL NECESSARY LIMITED LIABILITY COMPANY ACTION AND (II)
DO NOT AND WILL NOT RESULT IN ANY VIOLATION OF ANY MATERIAL AGREEMENT,
INDENTURE, INSTRUMENT, LICENSE, JUDGMENT, DECREE, ORDER, LAW, STATUTE, ORDINANCE
OR OTHER GOVERNMENTAL RULE OR REGULATION APPLICABLE TO PLEDGOR.
(C)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF PLEDGOR AND IS ENFORCEABLE AGAINST PLEDGOR IN ACCORDANCE WITH ITS TERMS.
(D)
PLEDGOR IS THE DIRECT AND BENEFICIAL OWNER OF ALL OF THE PLEDGED
INTERESTS.
(E)
ALL OF THE PLEDGED INTERESTS HAVE BEEN VALIDLY ISSUED OR PLEDGED
TO PLEDGOR AND OTHERWISE CREATED.
(F)
THIS AGREEMENT CREATES AND GRANTS A VALID FIRST PRIORITY LIEN ON
AND A SECURITY INTEREST IN THE COLLATERAL AND THE PROCEEDS THEREOF, SUBJECT TO
NO PRIOR LIEN, OTHER THAN (I) LIENS CREATED UNDER THIS AGREEMENT AND (II)
INCHOATE TAX LIENS ON EQUITY INTERESTS ARISING BY OPERATION OF STATE LAW
(COLLECTIVELY, "PERMITTED LIENS").
(G)
EXCEPT FOR THE RESTRICTIONS ON TRANSFERS REQUIRED PURSUANT TO THE
GAMING LAWS AND RESTRICTIONS EXPRESSLY SET FORTH IN THE INVESTOR RIGHTS
AGREEMENT, THERE ARE NO RESTRICTIONS ON THE TRANSFER OF THE PLEDGED INTERESTS
CONTAINED IN THE ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT OF THE ISSUER
PURSUANT TO THIS AGREEMENT WHICH HAVE NOT OTHERWISE BEEN ENFORCEABLY AND LEGALLY
WAIVED BY THE NECESSARY PARTIES.
(H)
NONE OF THE PLEDGED INTERESTS HAS BEEN ISSUED OR TRANSFERRED BY
PLEDGOR IN VIOLATION OF THE GAMING LAWS OR ANY SECURITIES LAWS OF ANY
JURISDICTION TO WHICH SUCH ISSUANCE OR TRANSFER MAY BE SUBJECT.
3
(I)
THERE ARE NO PENDING OR, TO PLEDGOR'S KNOWLEDGE, THREATENED
ACTIONS OR PROCEEDINGS BEFORE ANY COURT, JUDICIAL BODY, ADMINISTRATIVE AGENCY OR
ARBITRATOR WHICH COULD REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT THE
AGGREGATE VALUE OF THE COLLATERAL.
(J)
EXCEPT FOR THE REQUIRED NOTICES TO, FILINGS WITH AND CONSENTS,
AUTHORIZATIONS AND APPROVALS FROM THE COMMISSION PURSUANT TO THE GAMING LAWS AND
OTHER CONSENTS, NOTICES AND FILINGS SPECIFIED IN SCHEDULE C ATTACHED HERETO, NO
CONSENT, APPROVAL OR AUTHORIZATION OF ANY PERSON AND NO CONSENT, AUTHORIZATION,
APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED BY THE PLEDGOR EITHER (I) TO PERFECT THE SECURITY