Common use of Certain Matters Affecting Lenders Clause in Contracts

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If (i) any Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrower shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable ), which may be any Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the or Lenders that agree to become a Substitute Lender shall pay and to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Former Lender, (B) subject to receipt by the Administrative Agent of evidence that such Substitute Xxxxxx is an amount equal to all Unreimbursed Amounts Eligible Assignee. The Substitute Xxxxxx shall assume the rights and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on obligations of the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an any application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentestablishment or for any other approval required from the gaming authority. (b) Notwithstanding the provisions of Section 10.23(a9.5 or Section 9.23(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent or the Borrower fails to find a Substitute Lender pursuant to Section 10.23(a9.23(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately may prepay in full the Outstanding Amount outstanding principal amount of all Term Loans made by, and terminate the Revolving Credit Exposure of Commitment of, such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an a Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all B Term Loans, Incremental Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (aA) If any (i) the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an ii) any other gaming authority with jurisdiction over the gaming business of LVSI and/or Venetian shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by the Nevada Gaming Authority, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of LVSI and/or Venetian, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties LVSI and/or Venetian for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (bB) Notwithstanding the provisions of Section 10.23(asubsection 9.7(A), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection 9.7(A) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If (i) any Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrower shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with ), which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an any application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentestablishment or for any other approval required from the gaming authority. (b) Notwithstanding the provisions of Section 10.23(a9.5 or Section 9.23(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent or the Borrower fails to find a Substitute Lender pursuant to Section 10.23(a9.23(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately may prepay in full the Outstanding Amount outstanding principal amount of all Term Loans made by, and terminate the Revolving Credit Exposure of Commitment of, such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1if not a Lender or an Affiliate of a Lender or an Affiliated Fund of a Lender) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the reasonable costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. In the event a Former Lender is replaced by a Substitute Lender in accordance with this Section 10.13(a), the Borrower and the Substitute Lender shall pay to the Former Lender (or the Administrative Agent pursuant to Section 10.6) all amounts that would have been required to be paid pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit, Term Loans B-1 Loan Extensions of Credit, Term B-2 Loan Extensions of Credit and Revolving New Term Loan Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Period and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.13, such Unsuitable replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an a Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all B Term Loans, Incremental Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent shall have the right (but not the duty) to cause designate bank(s) or other financial institution(s) (in each case, a "Substitute Lender") that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Unsuitable Substitute Lender (and such Unsuitable if not a Lender hereby irrevocably agreesor Lenders or Affiliated Fund of a Lender) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more is an Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the reasonable costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. In the event a Former Lender is replaced by a Substitute Lender in accordance with this Section 10.13(a), the Borrower and the Substitute Lender shall pay to the Former Lender (or the Administrative Agent pursuant to Section 10.6) all amounts that would have been required to be paid pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit and Term Loans and Revolving Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Period and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.13, such Unsuitable replaced Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent shall have the right (but not the duty) to cause designate bank(s) or other financial institution(s) (in each case, a "Substitute Lender," which may (but not need) be any Lender or Lenders or Affiliated Fund of a Lender that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Unsuitable Substitute Lender (and such Unsuitable if not a Lender hereby irrevocably agreesor Lenders or Affiliated Fund of a Lender) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more is an Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit and Term Loans and Revolving Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1if not a Lender or an Affiliate of a Lender or an Affiliated Fund of a Lender) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the reasonable costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. In the event a Former Lender is replaced by a Substitute Lender in accordance with this Section 10.13(a), the Borrower and the Substitute Lender shall pay to the Former Lender (or the Administrative Agent pursuant to Section 10.6) all amounts that would have been required to be paid pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit, Term Loans B Loan Extensions of Credit and Revolving New Term Loan Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Period and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.13, such Unsuitable replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If (i) any Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of the Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"Substitute Lender”") in accordance with which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(asubsection 10.7(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1if not a Lender or Lenders or Affiliated Fund of a Lender) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the reasonable costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. In the event a Former Lender is replaced by a Substitute Lender in accordance with this Section 10.13(a), the Borrower and the Substitute Lender shall pay to the Former Lender (or the Administrative Agent pursuant to Section 10.6) all amounts that would have been required to be paid pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit, Term Loans B Loan Extensions of Credit and Revolving New Term Loan Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Period and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.25 had such Former Lender been replaced in accordance with such provisions. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.13, such Unsuitable replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If (i) any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrower or the Subsidiaries shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1if not a Lender or Lenders or Affiliated Fund of a Lender) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the reasonable costs and expenses of any Lender required by any Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability suitability. In the event a Former Lender is replaced by a Substitute Lender in connection accordance with the investigation of an application by this Section 10.23(a), the Borrower and the Substitute Lender shall pay to the Former Lender (or the other Loan Parties for a license Administrative Agent pursuant to operate a gaming establishmentSection 10.07) all amounts that would have been required to be paid pursuant to Section 3.07 had such Former Lender been replaced in accordance with such provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.23, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.23 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal PeriodPeriod and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 3.07 had such Former Lender been replaced in accordance with such provisions. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.23, such Unsuitable replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Term Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 10.6 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, Former Lender together with all then unpaid interest with respect thereto at such time and (CB) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20, or otherwise as if it were a prepayment, but excluding the repayment premiums specified in Section 2.13. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties any Credit Party for a license to operate a gaming establishment. (b) Notwithstanding anything herein to the provisions of Section 10.23(a)contrary, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a10.25(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately have the right (but not the duty), subject to limitations imposed by the appropriate Gaming Authority, to prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment prepayment, but excluding the repayment premiums specified in this Agreement, and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon either transfer to a Substitute Lender or the prepayment of all amounts owing to any Unsuitable Lender and Former Lender, the termination of such Unsuitable Former Lender’s Revolving Credit Commitments, if any Term Loan (whether pursuant to Section 10.23(a10.25(a) or 10.23(b10.25(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Commission shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"Substitute Lender”) in accordance with ," which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by the Nevada Gaming Commission, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(a)subsection (a) of this subsection 9.7, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection (a) of this subsection 9.7 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.153

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an ii) any other gaming authority with jurisdiction over the gaming business of the Company shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrower shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) which may be any Lender or Lenders or any other Eligible Assignee (including an Affiliate of the Company that qualifies as an Eligible Assignee, and subject to the prohibition on voting rights established in accordance with the provisions definition thereof) that agree to become a Substitute Lender and to assume the rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Company for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(a)subsection 10.7(a) or any other provision hereof, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrower fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine In the event that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an “Unsuitable is a Disqualified Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) that agree to become a substitute lender and to assume the rights and obligations of the Disqualified Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender (if not a Lender or Affiliate or Affiliated Fund of a Lender) is an Eligible Assignee and subject to any other requirements of Gaming Authorities. The Substitute Lender shall assume the rights and obligations of the Disqualified Lender under this Agreement. In the event a Disqualified Lender is replaced by a Substitute Lender in accordance with the provisions of this Section 10.07 10.18(a), Borrower and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Disqualified Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations amounts that would have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal required to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender be paid pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Section 2.16 had such Disqualified Lender required by any Gaming Authorities to file an application for a finding of suitability been replaced in connection accordance with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentsuch provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.18, if any Lender becomes a Unsuitable Disqualified Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.18 within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Disqualified Lender (the “Withdrawal Period”), such Lender shall execute and deliver an Assignment and Acceptance with respect to the outstanding Loans of such Lender in favor of one or more Eligible Assignees that is not an Affiliate of such Lender, which Eligible Assignee shall be designated by Borrower with the Administrative Agent’s consent (which consent shall not be unreasonable withheld or delayed), for an amount equal to the then unpaid principal amount Loans of such Lender, plus any accrued and unpaid interest, fees and costs payable under this Agreement through the date of the Assignment and Acceptance. Alternatively, Borrower may immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Disqualified Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period, and any other amounts that would have been required to be paid to such Disqualified Lender pursuant to Section 2.16 had such Disqualified Lender been replaced in accordance with such provision, and all unfunded commitments of such Disqualified Lender shall expire and terminate upon such prepayment. This clause (b) shall supersede any provisions of Section 2.14 or 10.02. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.18, such Unsuitable Disqualified Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender. (d) The interests, with respect to this Agreement, of any Disqualified Lender shall be subject to the regulatory jurisdiction of all Gaming Authorities.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an a Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all B Term Loans, Land Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) a Gaming Authority shall determine that any issues a finding of Disqualification regarding a Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) that agree to become a substitute lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender (if not a Lender or Affiliate or Affiliated Fund of a Lender) is an Eligible Assignee and subject to any other requirements of Gaming Authorities. The Substitute Lender shall assume the rights and obligations of the Former Lender under this Agreement. In the event a Former Lender is replaced by a Substitute Lender in accordance with the provisions of this Section 10.07 10.20(a), Borrower and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations amounts that would have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal required to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender be paid pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Section 2.16 had such Former Lender required by any Gaming Authorities to file an application for a finding of suitability been replaced in connection accordance with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentsuch provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.20, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.20 within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), such Lender shall execute and deliver an Assignment and Acceptance with respect to the outstanding Loans of such Lender in favor of one or more Eligible Assignees that is not an Affiliate of such Lender, which Eligible Assignee shall be designated by Borrower with the Administrative Agent’s consent (which consent shall not be unreasonable withheld or delayed), for an amount equal to the then unpaid principal amount Loans of such Lender, plus any accrued and unpaid interest, fees and costs payable under this Agreement through the date of the Assignment and Acceptance or any other price as set forth by the Gaming Authority, in each case subject to approval by the Gaming Authority. Alternatively, Borrower may immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period, and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.16 had such Former Lender been replaced in accordance with such provision, and all unfunded commitments of such Former Lender shall expire and terminate upon such prepayment. This clause (b) shall supersede any provisions of Section 2.14 or 10.02. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.20, such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender. (d) The interests, with respect to this Agreement, of any Former Lender shall be subject to the regulatory jurisdiction of all Gaming Authorities.

Certain Matters Affecting Lenders. (a) If any Gaming Authority applicable gaming or similar regulatory authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards prescribed under applicable Gaming Laws (an in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrower shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable ), which may be any Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the or Lenders that agree to become a Substitute Lender shall pay and to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Former Lender, (B) subject to receipt by the Administrative Agent of evidence that such Substitute Xxxxxx is an amount equal to all Unreimbursed Amounts Eligible Assignee. The Substitute Xxxxxx shall assume the rights and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on obligations of the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities applicable gaming or similar regulatory authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an any application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentestablishment or for any other approval required from the gaming authority. (b) Notwithstanding the provisions of Section 10.23(a9.5 or Section 9.21(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent or the Borrower fails to find a Substitute Lender pursuant to Section 10.23(a9.21(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately may prepay in full the Outstanding Amount outstanding principal amount of all Term Loans made by, and terminate the Revolving Credit Exposure of Commitment of, such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, each a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Former Lender, (B) an amount equal to all Unreimbursed Amounts and participations unreimbursed drawings that have been funded by such Unsuitable Former Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees Fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III III; or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If (i) any Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable Lender”ii) any other gaming authority with jurisdiction over the gaming business of the Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "FORMER LENDER"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"SUBSTITUTE LENDER") which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender”) in accordance with , subject to receipt by the provisions Administrative Agent of Section 10.07 and the Unsuitable evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(asubsection 10.7(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”"WITHDRAWAL PERIOD"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. A. If (ai) If any Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an ii) any other gaming authority with jurisdiction over the gaming business of the Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) in accordance with which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority, or any other gaming authority with jurisdiction over the gaming business of the Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) B. Notwithstanding the provisions of Section 10.23(asubsection 10.7(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Commission shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"Substitute Lender”) in accordance with ," which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by the Nevada Gaming Commission, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(a)subsection (a) of this subsection 10.7, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection (a) of this subsection 10.7 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Authorities shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent shall have the right (but not the duty) to cause designate bank(s) or other financial institution(s) (in each case, a "Substitute Lender," which may (but not need) be any Lender or Lenders or Affiliated Fund of a Lender that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Unsuitable Substitute Lender (and such Unsuitable if not a Lender hereby irrevocably agreesor Lenders or Affiliated Fund of a Lender) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more is an Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower shall bear the costs and expenses of any Lender required by the Nevada Gaming Authorities, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrower, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.13, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.13 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Revolving Extensions of Credit and Term Loans and Revolving Extensions of Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations unreimbursed drawings that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an a Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Commission shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable ii) any other gaming authority with jurisdiction over the gaming business of Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "Former Lender”"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"Substitute Lender”) in accordance with ," which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the provisions rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by the Nevada Gaming Commission, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(a)subsection (a) of this subsection 9.7, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection (a) of this subsection 9.7 within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “"Withdrawal Period”"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, Lender and (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an a Unsuitable Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 2.06 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an ii) any other gaming authority with jurisdiction over the gaming business of the Company shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Company shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) which may be any Lender or Lenders or any other Eligible Assignee (including an Affiliate of the Company that qualifies as an Eligible Assignee, and subject to the prohibition on voting rights established in accordance with the provisions definition thereof) that agree to become a Substitute Lender and to assume the rights and obligations of Section 10.07 and the Unsuitable Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Company shall bear the costs and expenses of any Lender required by any Nevada Gaming Authorities Authority to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Company for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(a)subsection 10.7(a) or any other provision hereof, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Company fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Term Loans and its Revolving Credit Commitments, if any, Loans (and such Former Lender’s Revolving Commitment) in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 10.6 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, Former Lender together with all then unpaid interest with respect thereto at such time and (CB) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20, or otherwise as if it were a prepayment. The Borrower shall bear , but excluding the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability repayment premiums specified in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentSection 2.13. (b) Notwithstanding anything herein to the provisions of Section 10.23(a)contrary, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a10.25(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately have the right (but not the duty), subject to limitations imposed by the appropriate Gaming Authority, to prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure Loans (and termination of such Unsuitable Revolving Commitments) of such Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment prepayment, but excluding the repayment premiums specified in this Agreement, and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon either transfer to a Substitute Lender or the prepayment of all amounts owing to any Unsuitable Lender Former Lender, the termination of such Former Lender’s Term Loan and Revolving Loan and the termination of such Unsuitable Former Lender’s Revolving Credit CommitmentsCommitment, if any (whether pursuant to Section 10.23(a10.25(a) or 10.23(bthis Section 10.25(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.. [Remainder of page intentionally left blank]

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Term Loans and its Revolving Credit Commitments, if any, Loans (and such Former Lender’s Revolving Commitment) in full to one or more Eligible Assignees (each, a “Substitute Lender”) in accordance with the provisions of Section 10.07 10.6 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, Former Lender together with all then unpaid interest with respect thereto at such time and (CB) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20, or otherwise as if it were a prepayment, but excluding the repayment premiums specified in Section 2.13. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties any Credit Party for a license to operate a gaming establishment. (b) Notwithstanding anything herein to the provisions of Section 10.23(a)contrary, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a10.25(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately have the right (but not the duty), subject to limitations imposed by the appropriate Gaming Authority, to prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure Loans (and termination of such Unsuitable Revolving Commitments) of such Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment prepayment, but excluding the repayment premiums specified in this Agreement, and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon either transfer to a Substitute Lender or the prepayment of all amounts owing to any Unsuitable Lender Former Lender, the termination of such Former Lender’s Term Loan and Revolving Loan and the termination of such Unsuitable Former Lender’s Revolving Credit CommitmentsCommitment, if any (whether pursuant to Section 10.23(a10.25(a) or 10.23(b10.25(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit CommitmentsLoans, if any, in full to one or more Eligible Assignees (each, each a “Substitute Lender”) in accordance with the provisions of Section 10.07 8.06 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Former Lender, and (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties its Subsidiaries for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a8.13(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a8.13(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Former Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a8.13(a) or 10.23(bthis Section 8.13(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; providedprovided that, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.

Certain Matters Affecting Lenders. If (a) If any the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an b) any Casino Regulatory Authority or any other gaming authority with jurisdiction over the gaming business of the Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Unsuitable Former Lender”), the Administrative Agent or the Borrower shall have the right (but not the duty) to cause such Unsuitable designate bank(s) or other financial institution(s) or a Permitted Sands Lender (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) which may be any Lender or Lenders or any other Eligible Lender or a Permitted Sands Lender that agrees to become a Substitute Lender and to assume the rights and obligations of the Former Lender in accordance with Clause 24 (Changes to the provisions Lenders), subject to receipt by the Agent of Section 10.07 and the Unsuitable evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Lender or a Permitted Sands Lender. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable LenderFormer Lender under this Agreement. WTL/1019005126/Third Amended and Restated FA Each Finance Party agrees to cooperate with the Casino Regulatory Authority and any other applicable gaming authorities, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation administration of an application their regulatory jurisdiction over the Borrower, including to the extent not inconsistent with the internal policies of such Finance Party and any applicable legal or regulatory restrictions the provision of such documents or other information as may be requested by the Borrower Casino Regulatory Authority or any other gaming authority relating to the Finance Parties, or to the Finance Documents. Notwithstanding any other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding provision of the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable Lender (the “Withdrawal Period”)Agreement, the Borrower shall immediately prepay in full expressly authorises each Finance Party to cooperate with the Outstanding Amount Casino Regulatory Authority and such other gaming authorities as described above. WTL/1019005126/Third Amended and Restated FA 1. DBS Bank Ltd. 2. United Overseas Bank Limited 3. Malayan Banking Berhad, Singapore Branch 4. Oversea-Chinese Banking Corporation Limited 5. Bank of all Term Loans and Revolving Credit Exposure China Limited, Singapore Branch 6. Mizuho Bank, Ltd. 7. Sumitomo Mitsui Banking Corporation, Singapore Branch 8. Bank of such Unsuitable LenderAmerica, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.N.A.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), each of the Administrative Agent and the Borrower shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit CommitmentsCommitment, if any, in full to one or more Eligible Assignees (each, each a “Substitute Lender”) in accordance with the provisions of Section 10.07 10.06 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Former Lender, (B) an amount equal to all Unreimbursed Amounts and participations unreimbursed drawings that have been funded by such Unsuitable Former Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 3.01, 3.04 or 3.05; or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a10.19(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent or the Borrower fails to find a Substitute Lender pursuant to Section 10.23(a10.19(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 3.01, 3.04 or 3.05 or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal PeriodPeriod and all outstanding Commitments of such Lender shall be terminated. Upon the prepayment of all amounts owing to any Unsuitable Former Lender and the termination of such Unsuitable Former Lender’s Revolving Credit CommitmentsCommitment, if any (whether pursuant to Section 10.23(a10.19(a) or 10.23(b10.19(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine In the event that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an “Unsuitable is a Disqualified Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) that agree to become a substitute lender and to assume the rights and obligations of the Disqualified Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender (if not a Lender or Affiliate or Affiliated Fund of a Lender) is an Eligible Assignee and subject to any other requirements of Gaming Authorities. The Substitute Lender shall assume the rights and obligations of the Disqualified Lender under this Agreement. In the event a Disqualified Lender is replaced by a Substitute Lender in accordance with the provisions of this Section 10.07 10.18(a), Borrower and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Disqualified Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations amounts that would have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal required to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender be paid pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Section 2.16 had such Disqualified Lender required by any Gaming Authorities to file an application for a finding of suitability been replaced in connection accordance with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentsuch provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.18, if any Lender becomes a Unsuitable Disqualified Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.18 within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Disqualified Lender (the “Withdrawal Period”), such Lender shall execute and deliver an Assignment and Assumption with respect to the outstanding Loans of such Lender in favor of one or more Eligible Assignees that is not an Affiliate of such Lender, which Eligible Assignee shall be designated by Borrower with the Administrative Agent’s consent (which consent shall not be unreasonable withheld or delayed), for an amount equal to the then unpaid principal amount Loans of such Lender, plus any accrued and unpaid interest, fees and costs payable under this Agreement through the date of the Assignment and Assumption. Alternatively, Borrower may immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Disqualified Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period, and any other amounts that would have been required to be paid to such Disqualified Lender pursuant to Section 2.16 had such Disqualified Lender been replaced in accordance with such provision, and all unfunded commitments of such Disqualified Lender shall expire and terminate upon such prepayment. This clause (b) shall supersede any provisions of Section 2.14 or 10.02. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.18, such Unsuitable Disqualified Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender. (d) The interests, with respect to this Agreement, of any Disqualified Lender shall be subject to the regulatory jurisdiction of all Gaming Authorities.

Certain Matters Affecting Lenders. (a) If any Governmental Authority (including any Gaming Authority Agency) shall determine require that any Lender does not meet suitability standards prescribed must be licensed, qualified or found suitable under applicable Legal Requirements (including Gaming Laws and including any action or decision by any Governmental Authority of the Tribe) and such Lender is not so licensed, qualified or suitable within the time period specified by such Governmental Authority (an such Lender, a “Unsuitable Former Lender”; provided that if such Lender subsequently receives such required license, qualification or finding of suitability, it shall no longer constitute a Former Lender), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, each a “Substitute Lender”) in accordance with the provisions of Section 10.07 9.04, and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Former Lender, (B) an amount equal to all Unreimbursed Amounts and participations unreimbursed drawings under Letters of Credit that have been funded by such Unsuitable Former Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees Fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment, (other than the payment of premiums specified in Section 2.12(c); provided that, if a Lender becomes a Former Lender as a result of any change in tribal law (including any action or decision by any Governmental Authority of the Tribe) occurring after the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date, after the date such Person becomes a Lender), such Former Lender shall be entitled to receive any premiums otherwise owing to such Lender pursuant to Section 2.12(c)). The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities Agencies to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a9.26(a), if any Lender becomes a Unsuitable Lender, Former Lender and if the Administrative Agent does not or fails to find a Substitute Lender pursuant to Section 10.23(a9.26(a) within any time period specified by the appropriate Gaming Authority Agencies for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately promptly prepay in full the Outstanding Amount outstanding amount of all Term Loans and and, to the extent such Revolving Credit Exposure is not reallocated in accordance with Section 9.26(c), Revolving Exposure of such Unsuitable LenderFormer Lender (which notwithstanding anything to the contrary in any Loan Document, is not required to be on a Pro Rata Share basis or ratably paid with any other Obligations or in accordance with Section 7.02), together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 2.10 and any amounts payable to such Unsuitable Former Lender pursuant to Article III Section 2.17(c), 2.18 or 2.19 or otherwise as if it were a prepayment (other than the payment of premiums specified in Section 2.12(c); provided that, if a Lender becomes a Former Lender as a result of any change in tribal law (including any action or decision by any Governmental Authority of the Tribe) occurring after the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date, after the date such Person becomes a Lender), such Former Lender shall be entitled to receive any premiums otherwise owing to such Lender pursuant to Section 2.12(c)) and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Former Lender and the termination of such Unsuitable Former Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a9.26(a) or 10.23(b9.26(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender. (c) All or any part of such Former Lender’s participation in Letter of Credit Obligations shall be reallocated among the Revolving Lenders that are not Former Lenders (including any Substitute Lenders) in accordance with their respective Pro Rata Shares (calculated without regard to such Former Lender’s Commitment) but only to the extent that (x) the conditions set forth in Sections 4.02(b) and (c) are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Exposure of any Revolving Lender to exceed such Revolving Lender’s Revolving Commitment.

Certain Matters Affecting Lenders. (a) If any (i) the Nevada Gaming Authority Commission shall determine that any Lender does not meet suitability standards prescribed under applicable the Nevada Gaming Laws Regulations or (an “Unsuitable Lender”ii) any other gaming authority with jurisdiction over the gaming business of the Borrowers shall determine that any Lender does not meet its suitability standards (in any such case, a "FORMER LENDER"), the Administrative Agent or the Borrowers shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “"SUBSTITUTE LENDER," which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender”) in accordance with , subject to receipt by the provisions Administrative Agent of Section 10.07 and the Unsuitable evidence that such Substitute Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the is an Eligible Assignee. The Substitute Lender shall pay to assume the Unsuitable Lender an amount equal to the sum of (A) an amount equal to the principal of, rights and all accrued interest on, all outstanding Loans obligations of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations that have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepaymentunder this Agreement. The Borrower Borrowers shall bear the costs and expenses of any Lender required by the Nevada Gaming Commission, or any Gaming Authorities other gaming authority with jurisdiction over the gaming business of the Borrowers, to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties Borrowers for a license to operate a gaming establishment, in connection with such application for a finding of suitability. (b) Notwithstanding the provisions of Section 10.23(asubsection 10.7(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails or the Borrowers fail to find a Substitute Lender pursuant to Section 10.23(asubsection 10.7(a) within any time period specified by the appropriate Gaming Authority gaming authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”"WITHDRAWAL PERIOD"), the Borrower Borrowers shall immediately prepay in full the Outstanding Amount outstanding principal amount of all Term Loans and Revolving Credit Exposure of made by such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable any Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender.

Certain Matters Affecting Lenders. (a) If any (i) a Gaming Authority shall determine that any issues a finding of Disqualification regarding a Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Lender designate bank(s) or other financial institution(s) (and such Unsuitable Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (eacheach case, a “Substitute Lender”) that agree to become a substitute lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender (if not a Lender or Affiliate of a Lender) is an Eligible Assignee and subject to any other requirements of Gaming Authorities. The Substitute Lender shall assume the rights and obligations of the Former Lender under this Agreement. In the event a Former Lender is replaced by a Substitute Lender in accordance with this Section 10.17(a), the provisions of Section 10.07 Borrower and the Unsuitable Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Lender, (B) an amount equal to all Unreimbursed Amounts and participations amounts that would have been funded by such Unsuitable Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal required to all accrued, but theretofore unpaid fees owing to such Unsuitable Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Lender be paid pursuant to Article III or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Section 2.16(b) had such Former Lender required by any Gaming Authorities to file an application for a finding of suitability been replaced in connection accordance with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishmentsuch provisions. (b) Notwithstanding the provisions of subsection (a) of this Section 10.23(a)10.17, if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to subsection (a) of this Section 10.23(a) 10.17 within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), such Lender shall execute and deliver an Assignment and Assumption with respect to the Revolving Commitment and outstanding Term Loans of such Lender in favor of one or more Eligible Assignees that is not an Affiliate of such Lender, which Eligible Assignee shall be designated by the Borrower with the Administrative Agent’s consent (which consent shall not be unreasonably withheld or delayed), for an amount equal to the then outstanding Revolving Commitment and unpaid principal amount Term Loans of such Lender, plus any accrued and unpaid interest, fees and costs payable under this Agreement through the date of the Assignment and Assumption or any other price as set forth by the Gaming Authority, in each case subject to approval by the Gaming Authority. Alternatively, the Borrower may immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans of, and Revolving Credit Exposure of Obligations owing to, such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period, and any other amounts that would have been required to be paid to such Former Lender pursuant to Section 2.16 had such Former Lender been replaced in accordance with such provision, and all Revolving Commitments of such Former Lender shall expire and terminate upon such prepayment; provided that if, after giving effect to such expiration and termination, the aggregate LC Exposure exceeds the aggregate Revolving Commitments, the Borrower shall concurrently with such expiration and termination Cash Collateralize LC Exposure in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount. This clause (b) shall supersede any provisions of Section 2.14 or 10.02. (c) Upon the prepayment of all amounts owing to any Unsuitable Lender and the termination of such Unsuitable Lender’s Revolving Credit Commitments, if any (whether pursuant to in accordance with this Section 10.23(a) or 10.23(b))10.17, such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Lender to indemnification hereunder shall survive as to such Unsuitable Lender. (d) The interests, with respect to this Agreement, of any Former Lender shall be subject to the regulatory jurisdiction of all Gaming Authorities. (e) Assignments by any Lender of its rights and obligations under this Agreement may require obtaining required approvals or making required filings with the Gaming Authorities.

Certain Matters Affecting Lenders. (a) If any Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under applicable Gaming Laws (an a “Unsuitable Former Lender”), the Administrative Agent shall have the right (but not the duty) to cause such Unsuitable Former Lender (and such Unsuitable Former Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each, each a “Substitute Lender”) in accordance with the provisions of Section 10.07 and the Unsuitable Former Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Substitute Lender shall pay to the Unsuitable Former Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Unsuitable Former Lender, (B) an amount equal to all Unreimbursed Amounts and participations unreimbursed drawings that have been funded by such Unsuitable Former Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees Fees owing to such Unsuitable Former Lender; and (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Unsuitable Former Lender pursuant to Article III III; or otherwise as if it were a prepayment. The Borrower shall bear the costs and expenses of any Lender required by any Gaming Authorities to file an application for a finding of suitability in connection with the investigation of an application by the Borrower or the other Loan Parties for a license to operate a gaming establishment. (b) Notwithstanding the provisions of Section 10.23(a), if any Lender becomes a Unsuitable Former Lender, and if the Administrative Agent fails to find a Substitute Lender pursuant to Section 10.23(a) within any time period specified by the appropriate Gaming Authority for the withdrawal of an Unsuitable a Former Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the Outstanding Amount outstanding amount of all Term Loans and Revolving Credit Exposure of such Unsuitable Former Lender, together with all unpaid fees owing to such Unsuitable Former Lender pursuant to Section 2.09 and any amounts payable to such Unsuitable Former Lender pursuant to Article III or otherwise as if it were a prepayment and, in each case where applicable, with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of the applicable Withdrawal Period. Upon the prepayment of all amounts owing to any Unsuitable Former Lender and the termination of such Unsuitable Former Lender’s Revolving Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)), such Unsuitable Former Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Unsuitable Former Lender to indemnification hereunder shall survive as to such Unsuitable Former Lender.