OF MEMBERSHIP INTERESTS, SPLITS,
SPIN-OFFS OR SPLIT-OFFS (WHICH ADDITIONAL MEMBERSHIP INTERESTS SHALL BE DEEMED
TO BE PART OF THE COLLATERAL, WHETHER OR NOT REPRESENTED BY A CERTIFICATED
SECURITY OR OTHER INSTRUMENT), AND THE CERTIFICATES OR OTHER INSTRUMENTS
REPRESENTING SUCH ADDITIONAL MEMBERSHIP INTERESTS, IF ANY, AND ALL DIVIDENDS,
CASH, INSTRUMENTS AND OTHER PROPERTY OR PROCEEDS FROM TIME TO TIME RECEIVED,
RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL
OF SUCH MEMBERSHIP INTERESTS; AND
(C)
ALL OPTIONS AND OTHER EQUITY INTERESTS OF THE ISSUER, WHETHER AS
AN ADDITION TO, IN SUBSTITUTION OF OR IN EXCHANGE FOR THE PLEDGED INTERESTS.
Notwithstanding the foregoing, the pledge and grant of the security interest
herein above shall become effective immediately upon the satisfaction of the
condition set forth in Section 23(d)(i) hereof.
3.
DELIVERY OF COLLATERAL; ACKNOWLEDGEMENT BY ISSUER; DISTRIBUTIONS.
(A)
DELIVERY OF COLLATERAL.
THE PLEDGOR SHALL CAUSE EACH CERTIFICATE
EVIDENCING THE PLEDGED INTERESTS TO BE DELIVERED TO THE COLLATERAL AGENT'S
CUSTODIAN (DEFINED BELOW) IN THE STATE OF NEVADA AS DIRECTED IN WRITING BY THE
COLLATERAL AGENT, ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR
ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT.
PLEDGOR HEREBY AUTHORIZES THE ISSUER UPON WRITTEN DEMAND BY
COLLATERAL AGENT TO DELIVER ANY CERTIFICATES OR OTHER DISTRIBUTIONS OF EQUITY
INTERESTS ISSUED BY THE ISSUER TO PLEDGOR EVIDENCING OR CONSTITUTING COLLATERAL
DIRECTLY TO COLLATERAL AGENT, IN EACH CASE TO BE HELD AND APPLIED BY COLLATERAL
AGENT OR ITS CUSTODIAN IN ACCORDANCE WITH THE TERMS HEREOF AND APPLICABLE GAMING
LAWS.
COLLATERAL AGENT AGREES TO HOLD (OR CAUSE ITS CUSTODIAN TO HOLD) ALL
CERTIFICATES EVIDENCING THE COLLATERAL WITHIN THE STATE OF NEVADA AT ALL TIMES
DURING THE TEAM OF THIS AGREEMENT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 7 HEREOF), SUBJECT TO
THE GAMING LAWS AND THE REQUIREMENTS OF THE GAMING AUTHORITIES, COLLATERAL AGENT
SHALL HAVE THE RIGHT, AT ANY TIME IN ITS DISCRETION AND WITHOUT PRIOR NOTICE TO
THE PLEDGOR, TO REGISTER IN THE NAME OF COLLATERAL AGENT OR ANY OF ITS NOMINEES
ANY OR ALL OF THE PLEDGED INTERESTS.
IN ADDITION, COLLATERAL AGENT SHALL HAVE
THE RIGHT AT ANY TIME TO REQUIRE THE PLEDGED INTERESTS TO BE CERTIFICATED (IF
NOT ALREADY CERTIFICATED OR EVIDENCED BY AN EXISTING INSTRUMENT), OR TO EXCHANGE
EXISTING CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING PLEDGED
INTERESTS (IF ANY) FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR LARGER
DENOMINATIONS.
AS USED HEREIN, "CUSTODIAN" SHALL MEAN, SUBJECT TO THE
REQUIREMENTS OF APPLICABLE GAMING LAWS, ANY PERSON APPOINTED BY THE COLLATERAL
AGENT, SUBJECT TO APPROVAL BY THE MEZZANINE INVESTORS, TO BE THE CUSTODIAN IN
THE STATE OF NEVADA OF ANY CERTIFICATES REPRESENTING THE PLEDGED INTERESTS.
2
(B)
ACKNOWLEDGEMENT AND COVENANTS BY ISSUER.
ISSUER HEREBY
ACKNOWLEDGES AND AGREES THAT (I) THE PLEDGED INTERESTS HAVE BEEN PLEDGED TO
COLLATERAL AGENT FOR THE RATABLE BENEFIT OF THE MEZZANINE INVESTORS IN
CONNECTION WITH THE RESTRUCTURING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREUNDER AND (II) IT WILL