PARTICIPATED IN
SUCH VOTE;
(G)
IF SUCH ENTITY IS A LIMITED LIABILITY COMPANY WITH MORE THAN ONE
MEMBER, HAS AT LEAST ONE MEMBER THAT IS A SPECIAL PURPOSE ENTITY THAT IS A
CORPORATION OR A LIMITED LIABILITY COMPANY THAT HAS AT LEAST TWO INDEPENDENT
PERSONS AS MANAGERS OR MEMBERS AND THAT OWNS AT LEAST ONE PERCENT (1.0%) OF THE
EQUITY OF THE LIMITED LIABILITY COMPANY;
(H)
IF SUCH ENTITY IS A LIMITED LIABILITY COMPANY WITH ONLY ONE
MEMBER, IS A LIMITED LIABILITY COMPANY FORMED IN THE STATE OF DELAWARE OR NEVADA
(AS APPLICABLE) THAT
50
HAS (I) AT LEAST TWO INDEPENDENT PERSONS AND HAS NOT CAUSED OR ALLOWED AND WILL
NOT CAUSE OR ALLOW THE BOARD OF MANAGERS OR OTHER GOVERNING BODY OF SUCH ENTITY
TO TAKE ANY ACTION REQUIRING THE UNANIMOUS AFFIRMATIVE VOTE OF ONE HUNDRED
PERCENT (100%) OF THE MANAGERS UNLESS TWO INDEPENDENT PERSONS SHALL HAVE
PARTICIPATED IN SUCH VOTE, AND (II) AT LEAST ONE SPRINGING MEMBER THAT, SUBJECT
TO COMPLIANCE WITH ANY APPLICABLE GAMING LAWS, WILL BECOME THE NON-MANAGING
MEMBER OF SUCH ENTITY UPON THE DISSOLUTION OF THE EXISTING MEMBER;
(I)
IF SUCH ENTITY IS (I) A LIMITED LIABILITY COMPANY, HAS ARTICLES
OF ORGANIZATION, A CERTIFICATE OF FORMATION AND/OR AN OPERATING AGREEMENT, AS
APPLICABLE, (II) A LIMITED PARTNERSHIP, HAS A LIMITED PARTNERSHIP AGREEMENT, OR
(III) A CORPORATION, HAS A CERTIFICATE OF INCORPORATION OR ARTICLES THAT, IN
EACH CASE, PROVIDE THAT SUCH ENTITY WILL NOT:
(A) TO THE FULLEST EXTENT
PERMITTED BY LAW, DISSOLVE, MERGE, LIQUIDATE, CONSOLIDATE; (B) SELL ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS OR THE ASSETS OF BORROWER (AS APPLICABLE);
(C) ENGAGE IN ANY OTHER BUSINESS ACTIVITY, OR AMEND ITS ORGANIZATIONAL DOCUMENTS
WITH RESPECT TO THE MATTERS SET FORTH IN THIS DEFINITION WITHOUT THE CONSENT OF
LENDER; PROVIDED, HOWEVER, THAT MEZZCO SHALL BE PERMITTED TO ENTER INTO THAT
CERTAIN FOURTH AMENDED AND RESTATED OPERATING AGREEMENT AS DESCRIBED IN MEZZCO'S
THIRD AMENDED AND RESTATED OPERATING AGREEMENT UPON THE ADMISSION OF ADDITIONAL
MEMBERS IN CONNECTION WITH THE MEZZCO WARRANTS; OR (D) TO THE FULLEST EXTENT
PERMITTED BY LAW, WITHOUT THE AFFIRMATIVE VOTE OF TWO INDEPENDENT PERSONS AND OF
ALL OTHER DIRECTORS, MEMBERS OR PARTNERS (AS APPLICABLE) OF THE COMPANY (THAT IS
SUCH ENTITY OR THE GENERAL PARTNER OR MANAGING OR CO-MANAGING MEMBER OF SUCH
ENTITY), OR IN THE CASE OF A LIMITED LIABILITY COMPANY WITHOUT THE AFFIRMATIVE
VOTE OF TWO INDEPENDENT PERSONS AS MANAGERS OF SUCH ENTITY, FILE A BANKRUPTCY OR
INSOLVENCY PETITION OR OTHERWISE INSTITUTE INSOLVENCY PROCEEDINGS WITH RESPECT
TO ITSELF OR TO ANY OTHER ENTITY IN WHICH IT HAS A DIRECT OR INDIRECT LEGAL OR
BENEFICIAL OWNERSHIP INTEREST;
(J)
IS AND INTENDS TO REMAIN SOLVENT AND PAY ITS DEBTS AND
LIABILITIES (INCLUDING, AS APPLICABLE, SHARED PERSONNEL AND OVERHEAD EXPENSES)
FROM, AND TO THE EXTENT OF, ITS ASSETS AS THE SAME SHALL BECOME DUE, AND IS
MAINTAINING AND, TO THE EXTENT OF ITS ASSETS, WILL MAINTAIN ADEQUATE CAPITAL FOR
THE NORMAL OBLIGATIONS REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND
CHARACTER AND IN LIGHT