UNDER THE APPLICABLE LETTER OF CREDIT, OR (B) IF NO
DEFAULT OR EVENT OF DEFAULT THEN EXISTS, TERMINATE THE REVOLVING LOAN COMMITMENT
OF SUCH FORMER LENDER, AT WHICH TIME THE OTHER LENDERS' REVOLVING LOAN
PERCENTAGES WILL BE AUTOMATICALLY ADJUSTED AS A RESULT THEREOF; PROVIDED THAT
THE OPTION SPECIFIED IN THIS CLAUSE (B) MAY ONLY BE EXERCISED IF, IMMEDIATELY
AFTER GIVING EFFECT THERETO, NO LENDER'S OUTSTANDING REVOLVING LOANS, WHEN ADDED
TO THE PRODUCT OF (A) SUCH LENDER'S REVOLVING LOAN PERCENTAGE AND (B) THE SUM OF
(I) THE AGGREGATE AMOUNT OF ALL LETTER OF CREDIT OUTSTANDINGS AT SUCH TIME AND
(II) THE AGGREGATE AMOUNT OF ALL SWINGLINE LOANS THEN OUTSTANDING, WOULD EXCEED
SUCH LENDER'S REVOLVING LOAN COMMITMENT AT SUCH TIME.
(J)
SUBJECT TO THE LAST SENTENCE OF THIS SECTION 10.04(J), EACH
LENDER AGREES THAT ALL PARTICIPATIONS AND ASSIGNMENTS MADE HEREUNDER SHALL BE
SUBJECT TO, AND MADE IN COMPLIANCE WITH, ALL GAMING LAWS APPLICABLE TO LENDERS.
EACH LENDER AGREES FURTHER THAT IT WILL NOT GRANT PARTICIPATIONS OR ASSIGNMENTS
(OTHER THAN TO FUNDS THAT INVEST IN BANK LOANS AND ARE MANAGED BY THE SAME
INVESTMENT ADVISOR OF SUCH ASSIGNING LENDER) PRIOR TO RECEIVING NOTICE FROM THE
ADMINISTRATIVE AGENT THAT IT HAS COMPLETED THE PRIMARY SYNDICATION OF THIS
FACILITY. THE ADMINISTRATIVE AGENT SHALL PROVIDE SUCH NOTICE TO THE LENDERS AND
BORROWER PROMPTLY AFTER COMPLETING SUCH PRIMARY SYNDICATION. BORROWER HEREBY
ACKNOWLEDGES THAT UNLESS BORROWER HAS PROVIDED THE LENDERS WITH A WRITTEN
OPINION OF COUNSEL AS TO THE SUITABILITY STANDARDS APPLICABLE TO LENDERS OF ANY
RELEVANT GAMING AUTHORITY, NO LENDER SHALL HAVE THE RESPONSIBILITY OF
DETERMINING WHETHER OR NOT A POTENTIAL ASSIGNEE OF SUCH LENDER WOULD BE A
QUALIFIED PERSON UNDER THE GAMING LAWS OF ANY SUCH JURISDICTION (PROVIDED THAT
ANY RELEVANT GAMING AUTHORITY MAY NONETHELESS DETERMINE SUCH ASSIGNEE NOT TO BE
A QUALIFIED PERSON).
SECTION 10.05
SURVIVAL OF AGREEMENT. ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS
AND IN THE CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO
HAVE BEEN RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS AND
ISSUANCE OF ANY LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY
SUCH OTHER PARTY OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE AGENTS, THE
ISSUING BANK OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR
INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY CREDIT IS EXTENDED
HEREUNDER, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL
OF OR ANY ACCRUED INTEREST ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT PAYABLE
UNDER THIS AGREEMENT IS OUTSTANDING AND UNPAID OR ANY LETTER OF CREDIT IS
OUTSTANDING AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR TERMINATED. THE
PROVISIONS OF SECTIONS 2.12, 2.14, 2.15 AND ARTICLE X (OTHER THAN SECTION 10.12)
SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT