COLLATERAL AND OTHER RIGHTS AND BENEFITS PROVIDED PURSUANT TO THE OTHER LOAN
DOCUMENTS.
SECTION 2.2.
[RESERVED].
SECTION 2.3.
BORROWING MECHANICS.
(A)
TERM LOANS THAT ARE BASE RATE LOANS OR
LIBOR LOANS SHALL BE MADE, IN EACH CASE, IN AN AGGREGATE MINIMUM AMOUNT OF
$1,000,000 AND INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS OF THAT AMOUNT (OR
SUCH LESSER AMOUNT AS SHALL CONSTITUTE THE ENTIRE TERM LOAN COMMITMENT THEN
AVAILABLE).
(B)
WHENEVER THE BORROWER DESIRES THAT THE
LENDERS MAKE TERM LOANS, THE BORROWER SHALL DELIVER TO ADMINISTRATIVE AGENT A
FULLY EXECUTED BORROWING CERTIFICATE NO LATER THAN 12:00 P.M. (NEW YORK CITY
TIME) AT LEAST TEN (10) BUSINESS DAYS IN ADVANCE OF THE PROPOSED BORROWING DATE
(OTHER THAN THE CLOSING DATE), WHICH BORROWING DATE SHALL BE A BUSINESS DAY.
(C)
NOTICE OF RECEIPT OF EACH BORROWING
CERTIFICATE IN RESPECT OF TERM LOANS, TOGETHER WITH THE AMOUNT OF EACH LENDER'S
PRO RATA SHARE THEREOF SHALL BE PROVIDED BY ADMINISTRATIVE AGENT TO EACH
APPLICABLE LENDER BY FACSIMILE WITH REASONABLE PROMPTNESS, BUT (PROVIDED,
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH NOTICE BY 10:00 A.M. (NEW YORK
CITY TIME)) NOT LATER THAN 10:00 A.M. (NEW YORK CITY TIME) ON THE NEXT BUSINESS
DAY FOLLOWING ADMINISTRATIVE AGENT'S RECEIPT OF SUCH BORROWING CERTIFICATE FROM
THE BORROWER.
(D)
EACH LENDER SHALL MAKE THE AMOUNT OF ITS
TERM LOAN AVAILABLE TO ADMINISTRATIVE AGENT NOT LATER THAN 12:00 P.M. (NEW YORK
CITY TIME) ON THE APPLICABLE BORROWING DATE BY WIRE TRANSFER OF SAME DAY FUNDS
IN DOLLARS, AT ADMINISTRATIVE AGENT'S PRINCIPAL OFFICE.
UPON SATISFACTION OR
WAIVER OF THE CONDITIONS PRECEDENT SPECIFIED HEREIN, ADMINISTRATIVE AGENT SHALL
MAKE THE PROCEEDS OF SUCH TERM LOANS AVAILABLE TO THE BORROWER ON THE APPLICABLE
BORROWING DATE BY CAUSING AN AMOUNT OF SAME DAY FUNDS IN DOLLARS EQUAL TO THE
PROCEEDS OF ALL SUCH TERM
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LOANS RECEIVED BY ADMINISTRATIVE AGENT FROM LENDERS TO BE CREDITED TO AN ACCOUNT
OF THE BORROWER DESIGNATED IN WRITING TO ADMINISTRATIVE AGENT.
SECTION 2.4.
PRO RATA SHARES.
ALL TERM LOANS
SHALL BE MADE BY LENDERS SIMULTANEOUSLY AND PROPORTIONATELY TO THEIR RESPECTIVE
PRO RATA SHARE, IT BEING UNDERSTOOD THAT NO LENDER SHALL BE RESPONSIBLE FOR ANY
DEFAULT BY ANY OTHER LENDER IN SUCH OTHER LENDER'S OBLIGATION TO MAKE THE TERM
LOANS HEREUNDER.
SECTION 2.5.
USE OF PROCEEDS.
(A)
THE PROCEEDS OF THE TERM LOANS SHALL BE
USED BY THE BORROWER SOLELY (I) TO FINANCE ONGOING WORKING CAPITAL AND GENERAL
CORPORATE NEEDS OF THE BORROWER AND ITS SUBSIDIARIES, (II) TO FINANCE CAPITAL
EXPENDITURES (INCLUDING THE POTENTIAL DEVELOPMENT OF THE SCIOTO DOWNS COMPLEX IN
COLUMBUS, OHIO AND THE DEVELOPMENT OF THE PRESQUE ISLE DOWNS COMPLEX FOR TABLE
GAMES IN ERIE, PENNSYLVANIA) AND (III) TO PAY TRANSACTION FEES AND EXPENSES IN
RESPECT OF THIS AGREEMENT AND TRANSACTIONS CONTEMPLATED HEREBY.
NO PORTION OF
THE PROCEEDS OF THE TERM LOANS SHALL BE USED BY THE BORROWER OR ANY SUBSIDIARY
OF THE BORROWER IN ANY MANNER THAT MIGHT CAUSE SUCH BORROWING OR THE APPLICATION
OF SUCH PROCEEDS TO VIOLATE REGULATION T, REGULATION U OR REGULATION X OF THE
BOARD