Common use of Application of Gaming Laws Clause in Contracts

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement, the Security Agreement and the other Loan Documents are subject to Gaming LawsLaws and approval, if so required, of the applicable Gaming Board. Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Lender Parties acknowledge acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming Authorities, Board in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Equity Securities), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant requisite Gaming AuthoritiesBoards. (b) The Lenders, Agents Each of the Administrative Agent and Secured the Lender Parties agree agrees to cooperate with all Gaming Authorities Boards in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities Boards relating to the Loan Parties or to the Loan Documents. The Borrower shall bear all costs and expenses of Borrowers hereby consent to any such Lenders, Agents disclosure by the Administrative Agent and Secured the Lender Parties incurred in connection with to any Gaming Board and releases such parties’ cooperation with parties from any requests of liability for any such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperationdisclosure. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Lenders Administrative Agent and the Lender Parties to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to assist the application for Administrative Agent and the Lender Parties and any such license agent, supervisor, receiver or qualification other representative obtain licenses and to execute such further documents as may be required in connection with the evidencing of such consenttherewith.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (iiii)(x) the consummation of the Transactions and (y) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan Commitments, Loans or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the any Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the any Borrower in writing of such Disqualificationdisqualification), the Borrower Borrowers shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is Borrowers are unable to assign such Loan or Commitments Commitment after using its their best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and or terminate such Disqualified holder’s CommitmentsCommitment, as applicable. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment assignment, prepayment or prepaymenttermination, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the such Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the transportation, ownership and operation of facilities, gaming machines and/or facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Notwithstanding anything herein to the contrary, Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is the subject of a Disqualification (a “Disqualified holder Holder”) (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder Holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holderHolder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified holder Holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holderHolder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder Holder (plus any fees and other amounts accrued for the account of such Disqualified holder Holder to the date such Lender or holder became a Disqualified holderHolder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found suitable or qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) (x) the consummation of the Transactions and (y) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower any Loan Party receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Notwithstanding anything herein to the contrary, this Agreement and the other Loan Documents any Other Second Lien Agreement are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documentsany Other Second Lien Agreements, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities may be subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) ), if any, are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents Agent and the other Secured Parties agree to reasonably cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan Second Lien Notes or Loan other Notes Indenture Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation.; (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Notes Indenture Documents it shall become necessary or, in the opinion of the Administrative Agent (or Notes Trustee in consultation with the Agent), advisable for an agent, supervisor, receiver or other representative of the Lenders Agent, Trustee and/or holders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Security Documents, the Borrower Issuers hereby agrees agree to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (iiii)(x) the consummation of the Post-Closing Restructuring Transaction and (y) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the any Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the any Borrower in writing of such Disqualificationdisqualification), the such Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the such Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the such Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. . (b) Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and the other Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification licensing or findings of suitability qualification or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming AuthoritiesAuthorities and Liquor Authorities and (iii) the rights of Lenders to make assignments and grant participations in Loans and Commitments shall be subject to applicable Gaming Laws. (bc) The Lenders, Agents and the other Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (cd) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (de) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification finding of suitability and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) 9.20.1 This Agreement and the other Loan Documents are is subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to generality of the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge Administrative Agent acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to being called forward by such Gaming Authorities or Governmental Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, ) and (ii) all rights, remedies and powers in or under this Agreement and the other Loan DocumentsAgreement, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders. Notwithstanding anything to the contrary in this Agreement, Agents and Secured Parties agree the Administrative Agent agrees to cooperate with all each Gaming Authorities Authority in connection with the administration of their regulatory jurisdiction over the Borrower and its Subsidiaries in connection with this Agreement and the transactions contemplated hereby, including, without limitation, the provision in a timely manner of such documents or other information as may be requested by any such Gaming Authorities relating to this Agreement and the Loan transactions contemplated hereby. 9.20.2 The pledge of any Equity Interests in any Person that is subject to the jurisdiction of the Nevada Gaming Authorities (the “Nevada Equity Interests”) as a licensee or Loan Documentsregistered company under the Nevada Gaming Laws will require the prior approval of the Nevada Gaming Authorities in order to be effective. No certificates evidencing such Equity Interests shall be delivered to the Administrative Agent or any custodial agent until such approval has been obtained. The Borrower shall bear all costs and expenses of certificates representing any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if Equity Interests shall at all times remain within the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules territorial boundaries of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal State of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, Nevada and shall be accompanied made available for inspection by evidence demonstrating that the Nevada Gaming Authorities immediately upon request during normal business hours. Neither the Administrative Agent nor any agent thereof shall surrender possession of such transfer Equity Interests to any person other than the grantor pledging the same without the prior approval of the Nevada Gaming Authorities or prepayment is required pursuant to as otherwise permitted by applicable Nevada Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (iiii)(x) the consummation of the Emergence Restructuring Transactions and (y) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Loan Agreement and the other Loan Documents are subject to Gaming Laws. . (b) Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification licensing or findings of suitability qualification or to file or provide other information, and (ii) all rights, remedies and powers in or under this Loan Agreement and the other Loan Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities, and (iii) the rights of the Lenders to make assignments and grant participations in the Loan and the Commitments shall be subject to applicable Gaming Laws. (bc) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative any Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower and the other Loan Parties hereby agrees agree to consent to the application for such license or qualification finding of suitability and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents the Administrative Agent and Secured Parties the Obligors acknowledge that (i) they are subject to the jurisdiction of the Gaming AuthoritiesBoards, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined collateral described in the applicable Security Documents)), any Mortgaged Property Documents and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming AuthoritiesBoards, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming AuthoritiesBoards. (b) The Lenders, Agents the Administrative Agent and Secured Parties the Obligors agree to cooperate with all Gaming Authorities Boards in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities Boards relating to the Loan Loans or Loan Documents. The Borrower shall bear all costs , and expenses of to cooperate with any such Lenders, Agents and Secured Parties incurred Gaming Board in connection with such parties’ cooperation with any requests the administration of such Gaming Authorities including, without limitation, Board’s regulatory jurisdiction over the Borrower or any costs Subsidiary and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperationany licensing, qualification, findings of suitability or other approvals or actions necessary or advisable to be obtained from time to time from any Gaming Board. (c) The Lenders acknowledge If following the occurrence and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence continuance of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law Laws as a condition to receiving the benefit of any Collateral collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Lenders and the Lenders Administrative Agent under the Loan Documents, the Borrower each Obligor hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Notwithstanding anything herein to the contrary, this Agreement and the other Loan Documents any Other Second Lien Agreement are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documentsany Other Second Lien Agreements, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the transportation, ownership and operation of facilities, are, in each case, gaming machines and/or facilities may be subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) ), if any, are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents Agent and the other Secured Parties agree to reasonably cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan Second Lien Notes or Loan other Notes Indenture Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation.; (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Notes Indenture Documents it shall become necessary or, in the opinion of the Administrative Agent (or Notes Trustee in consultation with the Agent), advisable for an agent, supervisor, receiver or other representative of the Lenders Agent, Notes Trustee and/or holders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Security Documents, the Borrower Issuers hereby agrees agree to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming AuthoritiesAuthorities and Liquor Authorities and (iii) the rights of Lenders to make assignments and grant participations in Loans and Commitments shall be subject to applicable Gaming Laws. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement, the Security Agreement and the other Loan Documents are subject to Gaming LawsLaws and approval, if so required, of the applicable Gaming Board. Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Lender Parties acknowledge acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming Authorities, Board in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Equity Securities), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant requisite Gaming Authorities.Boards. ​ (b) The Lenders, Agents Each of the Administrative Agent and Secured the Lender Parties agree agrees to cooperate with all Gaming Authorities Boards in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities Boards relating to the Loan Parties or to the Loan Documents. The Borrower shall bear all costs and expenses of Borrowers hereby consent to any such Lenders, Agents disclosure by the Administrative Agent and Secured the Lender Parties incurred in connection with to any Gaming Board and releases such parties’ cooperation with parties from any requests of liability for any such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation.disclosure. ​ (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Lenders Administrative Agent and the Lender Parties to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to assist the application for Administrative Agent and the Lender Parties and any such license ​ -132- 4147-6459-6034 ​ agent, supervisor, receiver or qualification other representative obtain licenses and to execute such further documents as may be required in connection with the evidencing of such consent.therewith. ​

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (iiii)(x) the consummation of the Transactions and (y) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Collateral), any the Mortgaged Property Properties and the ownership and operation of facilities, facilities are, in each case, subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan Commitments, Loans or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments Commitment after using its best reasonable efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and or terminate such Disqualified holder’s CommitmentsCommitment, as applicable. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment assignment, prepayment or prepaymenttermination, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and laws involving the sale and distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to be called forward by such Gaming Authorities or Governmental Authorities), in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Agents the Administrative Agent, each other Secured Party and Secured Parties agree each participant agrees to cooperate with all each Gaming Authorities Authority in connection with the administration of their regulatory jurisdiction over the Borrower and its Subsidiaries in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, including, without limitation, the provision in a timely manner of such documents or other information as may be requested by any such Gaming Authorities relating to this Agreement and the other Loan or Loan Documents. The Borrower shall bear all costs Documents and expenses of any such Lenders, Agents the transactions contemplated hereby and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperationthereby. (cb) The Lenders acknowledge and agree pledge of any Equity Interests in any Person that if is subject to the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules jurisdiction of the applicable Nevada Gaming Authority do not permit Authorities as a licensee or registered company under the Nevada Gaming Laws will require the prior approval of the Nevada Gaming Authorities in order to be effective. No certificates evidencing such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder Equity Interests shall be given ten days prior delivered to the required date Administrative Agent or any custodial agent until such approval has been obtained. The certificates representing any such Equity Interests shall at all times remain within the territorial boundaries of assignment or prepayment, as the case may be, State of Nevada and shall be accompanied available for inspection by evidence demonstrating that the Nevada Gaming Authorities immediately upon request during normal business hours. Neither the Administrative Agent nor any agent thereof shall surrender possession of such transfer Equity Interests to any person other than the grantor pledging the same without the prior approval of the Nevada Gaming Authorities or prepayment is required pursuant to as otherwise permitted by applicable Nevada Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Indenture Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents Collateral Agent and other Secured Parties acknowledge that (i) they are may be subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Indenture Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities may be subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals approvals, if any, (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities.; (b) The Lenders, Agents Collateral Agent and other Secured Parties agree to reasonably cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan Notes or Loan other Indenture Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation.; (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Indenture Documents it shall become necessary or, in the opinion of the Administrative Collateral Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders holders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Security Documents, the Borrower Issuer hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement, the Security Agreement and the other Loan Credit Documents are subject to Gaming LawsLaws and approval, if so required, of the applicable Gaming Board. Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Lender Parties acknowledge acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming Authorities, Board in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Credit Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Equity Securities), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant requisite Gaming Authorities.Boards. Without limiting the foregoing, the Borrower and the Lenders authorize the Administrative Agent to execute and deliver one or more Affidavits substantially in the form attached hereto as Exhibit K. (b) The Lenders, Agents Each of the Administrative Agent and Secured the Lender Parties agree agrees to cooperate with all Gaming Authorities Boards in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities Boards relating to the Loan Parties or Loan to the Credit Documents. The Borrower shall bear all costs and expenses of hereby consents to any such Lenders, Agents disclosure by the Administrative Agent and Secured the Lender Parties incurred in connection with to any Gaming Board and releases such parties’ cooperation with parties from any requests of liability for any such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperationdisclosure. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Credit Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Lenders Administrative Agent and the Lender Parties to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or other Credit Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Credit Documents, the Borrower hereby agrees to consent to assist the application for Administrative Agent and the Lender Parties and any such license agent, supervisor, receiver or qualification other representative obtain licenses and to execute such further documents as may be required in connection with the evidencing of such consenttherewith.

Application of Gaming Laws. 115 (a) This Agreement and the other Loan Credit Documents are subject to Gaming LawsLaws and laws involving the sale or distribution of liquor (the "LIQUOR LAWS"). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming AuthoritiesAuthorities or the Governmental Authorities enforcing the Liquor Laws, in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Credit Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Equity Securities) and the ownership and operation of facilitiesGaming Facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming requisite Governmental Authorities. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities (or be subject to the provisions of SECTION 2.16) in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan to the Credit Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Credit Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent and the Lenders to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or other Credit Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Credit Documents, the Borrower Borrowers hereby agrees agree to consent to the application for grant such license or qualification licenses and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Lenders and Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Documents and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Lenders and Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Credit Documents are subject to Gaming Laws and laws involving the sale or distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming AuthoritiesAuthorities or the Governmental Authorities enforcing the Liquor Laws, in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Credit Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Equity Securities) and the ownership and operation of facilitiesGaming Facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming requisite Governmental Authorities. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities (or be subject to the provisions of Section 2.16) in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan to the Credit Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Credit Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent and the Lenders to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Loan Security Documents or other Credit Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Credit Documents, the Borrower Borrowers hereby agrees agree to consent to the application for grant such license or qualification licenses and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and laws involving the sale and distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to be called forward by such Gaming Authorities or Governmental Authorities), in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or and other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Each of the Administrative Agent and the Lenders acknowledge acknowledges and agree agrees that if the Borrower receives a notice from any applicable Gaming Authority that any a Lender is a Disqualified holder Lender (and such Lender is notified by the Borrower and the Administrative Agent in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), shall have the right to (i) cause such Disqualified holder Lender to transfer and assign, without recourse (in accordance with Section 9.04) all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments Lender’s Loans after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holderLender’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoans. Notice to such Disqualified holder Lender shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holderUpon receipt of a notice in accordance with the foregoing, the Borrower will use commercially reasonable efforts to Disqualified Lender shall cooperate with any the Borrower in effectuating the required assignment or prepayment within the time period set forth in such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate notice and, in any proceedings relating theretoevent, not to be less than the minimum notice period set forth in the foregoing sentence. Notwithstanding anything herein to the contrary, any prepayment of a Loan Disqualified Lender’s Loans pursuant to this Section 9.09(c) shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the lesser of (i) an amount equal to the sum of the principal amount of such Loan Loans and interest to at the date on which such Lender or holder became a Disqualified holder Lender (plus any fees and other amounts accrued for the account of such Disqualified holder Lender to the date such Lender or holder became a Disqualified holderLender), (ii) the price at which such Lender acquired its Loans and interest to the date such Lender became a Disqualified Lender (plus amounts accrued for the account of such Disqualified Lender to the date such Lender became a Disqualified Lender), (iii) such lower price as may be reasonably available in the syndicated loan market for the assignment of such Loans and (iv) such other amount as may be required by any such Gaming Authority. (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative AgentRequired Lenders, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent or the Lenders to become licensed or found qualified under any Gaming Law as a condition to of receiving the benefit of any the Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and Liquor Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and the other Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification licensing or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and the other Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that that, if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification finding of suitability and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and laws involving the sale and distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to be called forward by such Gaming Authorities or Governmental Authorities), in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or and other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Each of the Administrative Agent and the Lenders acknowledge acknowledges and agree agrees that if the Borrower receives a notice from any applicable Gaming Authority that any a Lender is a Disqualified holder Lender (and such Lender is notified by the Borrower and the Administrative Agent in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), shall have the right to (i) cause such Disqualified holder Lender to transfer and assign, without recourse (in accordance with Section 9.04) all of its interests, rights and obligations in its Loans and or Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan Lender’s Loans or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holderLender’s Loans and terminate its Commitments; provided, however, that in the event that a Lender is disqualified by the New Jersey Casino Control Commission, the Disqualified Lender’s Loan and terminate such Disqualified holder’s Commitments, as applicablemay be prepaid regardless of whether a Default or Event of Default has occurred or is continuing. Notice to such Disqualified holder Lender shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holderUpon receipt of a notice in accordance with the foregoing, the Borrower will use commercially reasonable efforts to Disqualified Lender shall cooperate with any the Borrower in effectuating the required assignment or prepayment within the time period set forth in such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate notice and, in any proceedings relating theretoevent, not to be less than the minimum notice period set forth in the foregoing sentence. Notwithstanding anything herein to the contrary, any prepayment of a Loan Disqualified Lender’s Loans pursuant to this Section 9.09(c) shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the lesser of (i) an amount equal to the sum of the principal amount of such Loan Loans and interest to at the date on which such Lender or holder became a Disqualified holder Lender (plus any fees Fees and other amounts accrued for the account of such Disqualified holder Lender to the date such Lender or holder became a Disqualified holderLender), (ii) the price at which such Lender acquired its Loans and interest to the date such Lender became a Disqualified Lender (plus Fees and other amounts accrued for the account of such Disqualified Lender to the date such Lender became a Disqualified Lender), (iii) such lower price as may be reasonably available in the syndicated loan market for the assignment of such Loans and (iv) such other amount as may be required by any such Gaming Authority. (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative AgentRequired Lenders, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent or the Lenders to become licensed or found qualified under any Gaming Law as a condition to of receiving the benefit of any the Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent. (e) For the avoidance of doubt, each of the Administrative Agent and the Lenders acknowledge that, with respect to any Collateral held in Indiana, Indiana Code 4-33-4-21 provides that a licensed owner or any other person may not lease, hypothecate, borrow or loan money against an owner’s license. Therefore, in no event shall the Collateral include any Indiana gaming license or any interest therein and each of the Administrative Agent and the Lenders hereby acknowledge, confirm and agree that they have no interest in, or rights with respect to, any Indiana gaming license.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contraryforegoing, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, in their discretion, for licensing, qualification licensing or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including Collateral, the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property Properties and the ownership and operation of facilities, are, in each case, facilities are subject to the jurisdiction of the Gaming Authorities and Liquor Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities and Liquor Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities and Liquor Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities and Liquor Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives Borrowers receive a notice from any applicable Gaming Authority that any Lender is a Disqualified disqualified holder (and such Lender is notified by the Borrower Borrowers in writing of such Disqualificationdisqualification), the Borrower Borrowers shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is Borrowers are unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicableLoan. Notice to such Disqualified disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified disqualified holder, the Borrower Borrowers will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified disqualified holder to the date such Lender or holder became a Disqualified disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to the application for such license or qualification finding of suitability and to execute such further documents as may be required in connection with the evidencing of such consent.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws. Without limiting the foregoing and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge that (i) they are subject to the jurisdiction of the Gaming Authorities, in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents and Secured Parties agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or any of the other Loan Documents, it shall become necessary or, in the opinion of the Administrative Agent, advisable for an agent, supervisor, receiver or other representative of the Lenders to become licensed or found qualified under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent. This INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of February 15, 2022, is made by and among AP Gaming Holdings, LLC, a Delaware limited liability company (“Holdings”), AP Gaming I, LLC, a Delaware limited liability company (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”), Jefferies Finance LLC, as Administrative Agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), Collateral Agent under the Existing Credit Agreement (the “Collateral Agent”) and Swingline Lender, and each of the Lenders and Issuing Banks party hereto. Capitalized terms which are used in this Agreement without definition and which are defined in the Existing Credit Agreement shall have the same meanings herein as in the Existing Credit Agreement.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and laws involving the sale and distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to be called forward by such Gaming Authorities or Governmental Authorities), in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or and other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Each of the Administrative Agent and the Lenders acknowledge acknowledges and agree agrees that if the Borrower receives a notice from any applicable Gaming Authority that any a Lender is a Disqualified holder Lender (and such Lender is notified by the Borrower and the Administrative Agent in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), shall have the right to (i) cause such Disqualified holder Lender to transfer and assign, without recourse (in accordance with Section 9.04) all of its interests, rights and obligations in its Loans and or Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan Lender’s Loans or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holderLender’s Loans and terminate its Commitments; provided, however, that in the event that a Lender is disqualified by the NJ Commission, the Disqualified Lender’s Loan and terminate such Disqualified holder’s Commitments, as applicablemay be prepaid regardless of whether a Default or Event of Default has occurred or is continuing. Notice to such Disqualified holder Lender shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holderUpon receipt of a notice in accordance with the foregoing, the Borrower will use commercially reasonable efforts to Disqualified Lender shall cooperate with any the Borrower in effectuating the required assignment or prepayment within the time period set forth in such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate notice and, in any proceedings relating theretoevent, not to be less than the minimum notice period set forth in the foregoing sentence. Notwithstanding anything herein to the contrary, any prepayment of a Loan Disqualified Lender’s Loans pursuant to this Section 9.09(c) shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the lesser of (i) an amount equal to the sum of the principal amount of such Loan Loans and interest to at the date on which such Lender or holder became a Disqualified holder Lender (plus any fees Fees and other amounts accrued for the account of such Disqualified holder Lender to the date such Lender or holder became a Disqualified holderLender), (ii) the price at which such Lender acquired its Loans and interest to the date such Lender became a Disqualified Lender (plus Fees and other amounts accrued for the account of such Disqualified Lender to the date such Lender became a Disqualified Lender), (iii) such lower price as may be reasonably available in the syndicated loan market for the assignment of such Loans and (iv) such other amount as may be required by any such Gaming Authority. (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative AgentRequired Lenders, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent or the Lenders to become licensed or found qualified under any Gaming Law as a condition to of receiving the benefit of any the Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent. (e) For the avoidance of doubt, each of the Administrative Agent and the Lenders acknowledge that, with respect to any Collateral held in Indiana, Indiana Code 4-33-4-21 provides that a licensed owner or any other person may not lease, hypothecate, borrow or loan money against an owner’s license. Therefore, in no event shall the Collateral include any Indiana gaming license or any interest therein and each of the Administrative Agent and the Lenders hereby acknowledge, confirm and agree that they have no interest in, or rights with respect to, any Indiana gaming license.

Application of Gaming Laws. (a) This Agreement and the other Loan Documents are subject to Gaming Laws and laws involving the sale and distribution of liquor (the “Liquor Laws”). Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Parties acknowledge Lenders acknowledges that (i) they are it is subject to the jurisdiction of the Gaming Authorities or Governmental Authorities enforcing such Gaming Laws or Liquor Laws (and to be called forward by such Gaming Authorities or Governmental Authorities), in their discretion, for licensing, qualification or findings of suitability or to file or provide other information, information and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)), any Mortgaged Property and the ownership ownership, possession and operation of facilities, are, in each case, facilities subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant Gaming Authorities. For the avoidance of doubt, each of the parties hereto acknowledge that, with respect to any Collateral held in the State of Louisiana, the gaming laws in such state provide that a licensed owner or any other Person may not sell, transfer, lease, hypothecate, borrow or loan money against an owner’s license and therefore, in no event shall the Collateral include any Louisiana gaming license or any interest therein and each of the parties hereto hereby acknowledge and agree that they have no interest in, or rights with respect to, any Louisiana gaming license. (b) The Lenders, Agents Each of the Administrative Agent and Secured Parties agree the Lenders agrees to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or and other information as may be requested by such Gaming Authorities relating to the Loan Parties or Loan Documents. The Borrower shall bear all costs and expenses of any such Lenders, Agents and Secured Parties incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperation. (c) The Each of the Administrative Agent and the Lenders acknowledge acknowledges and agree agrees that if the Borrower receives a notice from any applicable Gaming Authority that any a Lender is a Disqualified holder Lender (and such Lender is notified by the Borrower and the Administrative Agent in writing of such Disqualificationdisqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), shall have the right to (i) cause such Disqualified holder Lender to transfer and assign, without recourse (in accordance with Section 9.04) all of its interests, rights and obligations in its Loans and or Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan Lender’s Loans or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holderLender’s Loan Loans and terminate its Commitments; provided, however, that in the event that a Lender is disqualified by any Gaming Authority, the Disqualified Lender must transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement at par value to any other Lender who agrees to accept such Disqualified holder’s Commitments, as applicableassignment regardless of whether a Default or Event of Default has occurred or is continuing. Notice to such Disqualified holder Lender shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holderUpon receipt of a notice in accordance with the foregoing, the Borrower will use commercially reasonable efforts to Disqualified Lender shall cooperate with any the Borrower in effectuating the required assignment or prepayment within the time period set forth in such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate notice and, in any proceedings relating theretoevent, not to be less than the minimum notice period set forth in the foregoing sentence. Notwithstanding anything herein to the contrary, any prepayment of a Loan Disqualified Lender’s Loans pursuant to this Section 9.09(c) shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the lesser of (i) an amount equal to the sum of the principal amount of such Loan Loans and interest to at the date on which such Lender or holder became a Disqualified holder Lender (plus any fees Fees and other amounts accrued for the account of such Disqualified holder Lender to the date such Lender or holder became a Disqualified holderLender), (ii) the price at which such Lender acquired its Loans and interest to the date such Lender became a Disqualified Lender (plus Fees and other amounts accrued for the account of such Disqualified Lender to the date such Lender became a Disqualified Lender), (iii) such lower price as may be reasonably available in the syndicated loan market for the assignment of such Loans and (iv) such other amount as may be required by any such Gaming Authority. (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary or, in the opinion of the Administrative AgentRequired Lenders, advisable for an agent, supervisor, receiver or other representative of the Administrative Agent or the Lenders to become licensed or found qualified under any Gaming Law as a condition to of receiving the benefit of any the Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower hereby agrees to consent to the application for such license or qualification and to execute such further documents as may be required in connection with the evidencing of such consent. (e) For the avoidance of doubt, each of the Administrative Agent and the Lenders acknowledge that, with respect to any Collateral held in Indiana, Indiana Code 4-33-4-21 provides that a licensed owner or any other person may not lease, hypothecate, borrow or loan money against an owner’s license. Therefore, in no event shall the Collateral include any Indiana gaming license or any interest therein and each of the Administrative Agent and the Lenders hereby acknowledge, confirm and agree that they have no interest in, or rights with respect to, any Indiana gaming license.

Application of Gaming Laws. (a) This Agreement, the Security Agreement and the other Loan Documents are subject to Gaming LawsLaws and approval, if so required, of the applicable Gaming Board. Without limiting the foregoing foregoing, each of the Administrative Agent and notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders, Agents and Secured Lender Parties acknowledge acknowledges that (i) they are it is subject to the jurisdiction of being called forward by the Gaming Authorities, Board in their discretion, for licensing, qualification licensing or findings a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers in or under this Agreement and the other Loan Documents, including with respect to the Collateral (including the pledge and delivery of the Pledged Collateral (as defined in the applicable Security Documents)Equity Securities), any Mortgaged Property and the ownership and operation of facilities, are, in each case, subject to the jurisdiction of the Gaming Authorities, and may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the relevant requisite Gaming AuthoritiesBoards. (b) The Lenders, Agents Each of the Administrative Agent and Secured the Lender Parties agree agrees to cooperate with all Gaming Authorities Boards in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities Boards relating to the Loan Parties or to the Loan Documents. The Borrower shall bear all costs and expenses of Borrowers hereby consent to any such Lenders, Agents disclosure by the Administrative Agent and Secured the Lender Parties incurred in connection with to any Gaming Board and releases such parties’ cooperation with parties from any requests of liability for any such Gaming Authorities including, without limitation, any costs and expenses incurred by any Lenders, Agents and Secured Parties incurred in connection with such cooperationdisclosure. (c) The Lenders acknowledge and agree that if the Borrower receives a notice from any applicable Gaming Authority that any Lender is a Disqualified holder (and such Lender is notified by the Borrower in writing of such Disqualification), the Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable Gaming Authority do not permit such Lender to retain its Loans or Commitments pending appeal of such determination), have the right to (i) cause such Disqualified holder to transfer and assign, without recourse all of its interests, rights and obligations in its Loans and Commitments or (ii) in the event that (A) the Borrower is unable to assign such Loan or Commitments after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such Disqualified holder’s Loan and terminate such Disqualified holder’s Commitments, as applicable. Notice to such Disqualified holder shall be given ten days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to Gaming Laws. If reasonably requested by any Disqualified holder, the Borrower will use commercially reasonable efforts to cooperate with any such holder that is seeking to appeal such determination and to afford such holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price that, unless otherwise directed by a Gaming Authority, shall be equal to the sum of the principal amount of such Loan and interest to the date on which such Lender or holder became a Disqualified holder (plus any fees and other amounts accrued for the account of such Disqualified holder to the date such Lender or holder became a Disqualified holder). (d) If during the existence of an Event of Default hereunder or under any of the other Loan Documents, Documents it shall become necessary ornecessary, or in the opinion of the Administrative AgentRequired Lenders advisable, advisable for an agent, supervisor, receiver or other representative of the Lenders Administrative Agent and the Lender Parties to become licensed or found qualified under any Gaming Law Governmental Rule as a condition to receiving the benefit of any Collateral encumbered by the Security Documents or other Loan Documents or to otherwise enforce the rights of the Agents, Secured Parties Administrative Agent and the Lenders under the Loan Documents, the Borrower Borrowers hereby agrees agree to consent to assist the application for Administrative Agent and the Lender Parties and any such license -139- 4159-4780-3173 ​ ​ ​ agent, supervisor, receiver or qualification other representative obtain licenses and to execute such further documents as may be required in connection with the evidencing of such consenttherewith.