EXISTENCE AND THE RIGHTS, LICENSES,
PERMITS (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL PERMITS) PRIVILEGES,
FRANCHISES, PATENT, COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL TO THE
CONDUCT OF ITS BUSINESS, EXCEPT TO THE EXTENT THAT FAILURE TO SO ACT, WHICH
EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 5.11.
PAYMENT OF OBLIGATIONS.
EACH CREDIT PARTY
WILL PAY ITS INDEBTEDNESS AND OTHER OBLIGATIONS, INCLUDING TAX LIABILITY, BEFORE
THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR
AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS,
(B) SUCH CREDIT PARTY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH
CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.12.
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY
WILL COMPLY WITH ALL LAWS (INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL
LAWS), RULES, LICENSES, PERMITS, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL BODY
APPLICABLE TO IT OR ITS PROPERTY, EXCEPT WHERE FAILURE TO COMPLY, IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 5.13.
SUBSIDIARIES.
(A)
IF ANY SUBSIDIARY IS FORMED OR ACQUIRED
AFTER THE CLOSING DATE, THE BORROWER SHALL, PRIOR TO THE DATE UPON WHICH SUCH
SUBSIDIARY IS FORMED OR ACQUIRED, NOTIFY ADMINISTRATIVE AGENT AND THE LENDERS
THEREOF AND IMMEDIATELY FOLLOWING SUCH FORMATION OR ACQUISITION AND RECEIPT OF
ALL REQUIRED APPROVALS OF THE APPLICABLE GAMING AUTHORITIES, CAUSE ANY ASSETS
OWNED BY, OR INDEBTEDNESS OWNED BY OR ON BEHALF OF ANY CREDIT PARTY TO BE ADDED
TO THE COLLATERAL, INCLUDING WITHOUT LIMITATION, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BY EXECUTING A STOCK PLEDGE AGREEMENT IN THE FORM OF EXHIBIT L
HERETO.
(B)
IF AT ANY TIME ANY UNRESTRICTED SUBSIDIARY,
INDIVIDUALLY OR COLLECTIVELY WITH THE OTHER UNRESTRICTED SUBSIDIARIES, NO LONGER
SATISFIES THE REQUIREMENTS TO BE AN IMMATERIAL SUBSIDIARY, THE BORROWER SHALL
CAUSE ONE OR MORE SUCH UNRESTRICTED SUBSIDIARIES TO SATISFY THE REQUIREMENTS OF
SECTION 5.13(A) AND SECTION 5.14 AS IF SUCH UNRESTRICTED SUBSIDIARIES WERE
FORMED OR ACQUIRED AFTER THE CLOSING DATE.
SECTION 5.14.
GUARANTORS.
SUBJECT TO THE RECEIPT OF ALL
REQUIRED APPROVALS OF APPLICABLE GAMING AUTHORITIES, THE BORROWER SHALL CAUSE
EACH OF ITS SUBSIDIARIES FORMED OR ACQUIRED AFTER THE CLOSING DATE TO BECOME A
GUARANTOR HEREUNDER BY (I) EXECUTING A JOINDER TO THIS AGREEMENT IN THE FORM OF
EXHIBIT D HERETO AND (II) EXECUTING A GUARANTY IN THE FORM OF EXHIBIT C HERETO.
UPON DELIVERY OF ANY SUCH JOINDERS AND GUARANTY TO ADMINISTRATIVE AGENT, NOTICE
OF WHICH IS HEREBY WAIVED BY THE PARTIES HERETO, EACH SUCH GUARANTOR SHALL BE AS
FULLY A PARTY HERETO AS IF SUCH GUARANTOR WERE AN ORIGINAL SIGNATORY HEREOF.
EACH GUARANTOR EXPRESSLY AGREES THAT ITS
54
OBLIGATIONS ARISING HEREUNDER SHALL NOT BE AFFECTED OR DIMINISHED BY THE
ADDITION OR RELEASE OF ANY OTHER GUARANTOR HEREUNDER, NOR BY ANY ELECTION OF
ADMINISTRATIVE AGENT NOT TO CAUSE ANY SUBSIDIARY OF THE BORROWER TO BECOME A
GUARANTOR HEREUNDER.