Common use of Conditions to Release Clause in Contracts

Conditions to Release. (a) Subject to Section 7.1(c), all of the Indenture Excluded Collateral shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Credit Agreement Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Lender instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (b) Subject to Section 7.1(c), from and after the payment in full of the Credit Agreement Obligations, all of the Collateral, to the extent not already released pursuant to this Agreement, shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Indenture Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Indenture Trustee instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (c) On the dates referred to in Section 7.1(a) or Section 7.1(b) above, no Collateral shall be released unless and until no Grantor Default would exist after, or as a result of, the release of such Collateral. For purposes of this Section 7.l(c), the Collateral Trustee may conclusively presume that the release of the Collateral complies with the requirement of this Section 7.1(c) if the Collateral Trustee has received a written confirmation of the type described in Section 7.2(a). (d) Notwithstanding anything to the contrary contained herein, the Collateral Trustee shall take any action, including the release of all or any portion of the Collateral, required pursuant to Section 2.3 or Section 7.4.

Conditions to Release. The funds on deposit in the Proceeds Account shall be released in accordance with Section 3.1 concurrently with the consummation of the Acquisition if all of the following conditions have been met (based solely on the Release Certificate confirming that such conditions have been satisfied): (a) Subject all conditions precedent under the Stock Purchase Agreement to Section 7.1(c)the Acquisition have been satisfied or, all in the case of immaterial conditions, waived by the parties thereto, except for any condition that by its terms can only be satisfied at the closing of the Indenture Excluded Collateral Acquisition; provided, however, that the parties agree in advance that the waiver of Section 6.3(f) of the Stock Purchase Agreement and Section 6.3(q) of the Stock Purchase Agreement with respect to the landlord consent of the Trustees of Fraternal Order of Eagles, Las Vegas Aerie 1213 shall be released upon construed as a waiver of an immaterial condition; (b) the earlier terms of the dates set forth in clauses (i) and (ii) below: (i) Stock Purchase Agreement, as it may be amended through the date on which (A) all the funds on deposit in the Proceeds Account are released in accordance with Section 3.1, are not materially less favorable in the aggregate to the Company or the Holders of the Credit Notes than the terms of the Stock Purchase Agreement Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) effect on the date on hereof, a copy of which (A) the Collateral Trustee shall have received written instructions from the Lender instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (b) Subject to Section 7.1(c)is attached hereto as Exhibit B-4; provided, from and after the payment in full however, an extension of the Credit Agreement Obligations, all of the Collateral, to the extent closing date shall not already released pursuant to this Agreement, shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Indenture Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Indenture Trustee instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full.deemed a “less favorable” amendment; (c) On the dates referred Company has sufficient funds available, together with the amount held in the Proceeds Account and amounts available under the Credit Agreement, to in Section 7.1(a) or Section 7.1(b) above, no Collateral shall be released unless pay all amounts payable for the GNLV and until no Grantor Default would exist after, or as a result of, GNL Stock under the release of such Collateral. For purposes of this Section 7.l(c), the Collateral Trustee may conclusively presume that the release terms of the Collateral complies with the requirement of this Section 7.1(c) if the Collateral Trustee has received a written confirmation of the type described in Section 7.2(a).Stock Purchase Agreement; (d) Notwithstanding anything there are no Liens on the assets of GNLV and GNL other than Permitted Liens; (e) no Event of Default has occurred and is continuing under the Indenture; and (f) the Company has delivered the Opinions of Counsel to the contrary contained herein, Trustee and the Collateral Trustee shall take any action, including the release of all or any portion of the Collateral, required pursuant to Section 2.3 or Section 7.4Agent.

Conditions to Release. At any time and from time to time after the Closing Date, in connection with the refinancing, sale or other permanent disposition of any Property, Borrower may obtain a Release of the Lien of the Security Documents on such Property, subject to the following terms and conditions: 2.8.1.1 Borrower shall have delivered written notice to Agent (a) Subject not less than 30 days prior to Section 7.1(c)the proposed Release Date specifying the proposed Release Date and such Property, all of the Indenture Excluded Collateral shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Credit Agreement Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Lender instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (b) Subject not less than 5 days prior to Section 7.1(c), from the actual Release Date specifying such actual Release Date and after the payment in full such Property; 2.8.1.2 no Event of Default shall have occurred and be continuing as of the Credit Agreement Obligations, all date of the Collateral, delivery of the release notices (other than an Event of Default or Potential Event of Default that either (x) pertains solely to the extent not already released pursuant to this AgreementProperty or portion thereof which is the subject of such Release, or (y) which will be cured by such Release and the transactions consummated in connection therewith) and no Event of Default shall be released upon the earlier continuing as of the dates set forth Release Date after giving effect to such Release and the transactions consummated in clauses (i) and (ii) below:connection therewith; (i) 2.8.1.3 Borrower shall concurrently prepay the date on which (A) all Loans in an amount equal to the Release Price for such Property, plus such other amounts, if any, as may be due by virtue of a prepayment of the Indenture Obligations Loans under Section 2.7.2; 2.8.1.4 Borrower shall have been paid in full delivered to Agent (a) an Officers' Certificate dated and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) effective as of the date on which (A) Release Date, certifying as to the Collateral Trustee shall have received written instructions from the Indenture Trustee instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (c) On the dates matters referred to in Section 7.1(a2.8.1.2, and (b) an Officer's Certificate, certified by the Chief Executive Officer or Chief Financial Officer of Borrower, in detail reasonably satisfactory to Agent and accompanied by the financial statements and other information used by Borrower to calculate the information contained therein, demonstrating that such Release will not cause violation of the covenants set forth in Section 7.1(b6.7 of this Agreement. 2.8.1.5 Borrower, at its sole cost and expense, shall have (a) abovedelivered to Agent one or more endorsements to the Title Policy insuring that, no Collateral after giving effect to such Release, the insured Liens created by the Mortgages on the Properties which are not being Released are in full force and effect and unaffected by such Release, (b) prepared any and all documents and instruments necessary to effect such Release, all of which shall be released unless reasonably satisfactory in form and until no Grantor Default would exist aftersubstance to Agent, or as a result ofand (c) paid all costs and expenses incurred by Agent and its counsel in connection with the review, execution and delivery of the release documents; and 2.8.1.6 all other proceedings taken or to be taken in connection with such Release and all documents incidental thereto shall be reasonably satisfactory in form and substance to Agent and Agent's counsel, Agent and such counsel shall have received all such counterpart originals or certified copies of such Collateraldocuments as Agent may reasonably request and counsel for Agent shall have received such documents and evidence that such counsel shall require in order to establish compliance with the conditions set forth in this Section. For purposes of this Section 7.l(c), the Collateral Trustee Borrower may conclusively presume that the release obtain a Release of the Collateral complies Lien of the Security Documents in respect of a portion of any Property, if title to such portion has been permanently Taken, by complying with the requirement of this Section 7.1(c) if foregoing terms and conditions on the Collateral Trustee has received a written confirmation of the type described in Section 7.2(a)applicable Release Date. (d) Notwithstanding anything to the contrary contained herein, the Collateral Trustee shall take any action, including the release of all or any portion of the Collateral, required pursuant to Section 2.3 or Section 7.4.

Conditions to Release. The Escrowed Funds on deposit in the Proceeds Account shall be released in accordance with Section 3.1 concurrently with the consummation of the Asset Acquisition on or before October 18, 2004, if all of the following conditions have been met: (a) Subject all conditions precedent under the Asset Acquisition Agreement to Section 7.1(c)the Asset Acquisition have been satisfied or waived by the parties thereto, all except for any condition that by its terms can only be satisfied at the closing of the Indenture Excluded Collateral Asset Acquisition, as conclusively evidenced by the Release Certificate; provided, that, the Company agrees not to deliver to the Escrow Agent the Release Certificate if the Guarantor or the Company shall be released upon the earlier have waived any provision of Section 8.1 of the dates Asset Acquisition Agreement with respect to the representations set forth in clauses (iSections 4.3 or 4.9(a)(iii) and (ii) below: (i) the date on which (A) all of the Credit Asset Acquisition Agreement Obligations without first having obtained the written consent of Xxxxxx Brothers, which consent shall have been paid not be unreasonably withheld or delayed, nor shall Xxxxxx Brothers condition such consent, directly or indirectly, on the payment of any fee or expense or the forfeiture or waiver by the Guarantor or the Company of any of their respective rights under the Operative Documents (as defined in full the Purchase Agreement, dated August 5, 2004, among the Company, the Guarantor and the Initial Purchasers, as amended on August 18, 2004 (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Lender instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full."Purchase Agreement")); (b) Subject the Company has sufficient funds available, including the Company Deposit held in the Proceeds Account, cash on hand and amounts available under the Company's credit facility, to Section 7.1(c), from and after pay all amounts payable under the payment in full terms of the Credit Agreement Obligations, all of the Collateral, to the extent not already released pursuant to this Asset Acquisition Agreement, shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Indenture Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Indenture Trustee instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full.; (c) On there are no Liens on the dates referred to in Section 7.1(a) or Section 7.1(b) above, no Collateral shall be released unless and until no Grantor Default would exist after, or as a result of, the release of such Collateral. For purposes of this Section 7.l(c), the Collateral Trustee may conclusively presume that the release of the Collateral complies with the requirement of this Section 7.1(c) if the Collateral Trustee has received a written confirmation of the type described in Section 7.2(a).Acquired Assets other than Permitted Liens; (d) Notwithstanding anything no Event of Default has occurred and is continuing under the Indenture; and (e) the Company has delivered the Release Certificate to the contrary contained herein, Trustee and the Collateral Trustee shall take any action, including the release of all or any portion of the Collateral, required pursuant to Section 2.3 or Section 7.4Escrow Agent.

Conditions to Release. (a) Subject to Section 7.1(c)So long as no Actionable Default has occurred and is continuing, all of the Indenture Excluded Shared Collateral shall be released upon the earlier receipt by the Collateral Trustee from the Bank Administrative Agent of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of a written direction to cause the liens on the Shared Collateral to be released and discharged, or (B) written notice stating that the Credit Agreement Obligations shall and the L/C Agreement have terminated in accordance with the terms thereof, and there has been paid payment in full of all Senior Secured Obligations thereunder and (B) all accrued and unpaid Collateral Trustee's Fees Trustee Fees; provided, that if any amounts are then due and payable under the Astaris Agreement as communicated to the Collateral Trustee by the Bank Administrative Agent, the written consent of the majority in interest of the Astaris Lenders shall also be required to release all or substantially all of the Shared Collateral. Upon release of the Shared Collateral in accordance with this Section 7.1(a), the security interests created by the Shared Collateral Documents shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to the Shared Collateral shall revert to the Grantors and their successors and assigns; provided, however, that if (but only if) an Actionable Default based on an Indenture Event of Default exists on the date of such release and such date is also the Credit Agreement Termination Date, any proceeds of any Shared Collateral sold or otherwise disposed of on such date and not used to repay in full the Senior Secured Obligations shall remain subject to the pledge hereunder (and continue to constitute Shared Collateral) until such Actionable Default shall have been paid cured or otherwise waived by the Requisite Obligees (determined after giving effect to the Credit Agreement Termination Date), at which time any continuing right or interest in full; orsuch Shared Collateral shall terminate. (iib) So long as no Actionable Default has occurred and is continuing, any portion of the date on which (A) Shared Collateral shall be released upon the receipt by the Collateral Trustee shall have received written instructions from the Lender Bank Administrative Agent of written directions instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full. (b) Subject to Section 7.1(c), from and after the payment in full any portion of the Credit Shared Collateral (the "Released Collateral"); provided, that if any amounts are then due and payable under the Astaris Agreement Obligations, all of the Collateral, as communicated to the extent not already released pursuant to this Agreement, shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Indenture Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee by the Bank Administrative Agent, the written consent of the majority in interest of the Astaris Lenders shall have received written instructions from also be required to release any part of the Indenture Trustee instructing Shared Collateral. Upon the partial release of the Shared Collateral in accordance with this Section 7.1(b), the security interests created by the Shared Collateral Documents in the Released Collateral shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to release the Released Collateral shall revert to the Grantors and (B) accrued their successors and unpaid Collateral Trustee's Fees shall have been paid in fullassigns. (c) On Upon the dates referred to termination of the Collateral Trustee's security interest and the release of the Shared Collateral in accordance with Section 7.1(a) or the Released Collateral in accordance with Section 7.1(b) above, no Collateral shall be released unless and until no Grantor Default would exist after, or as a result of, the release of such Collateral. For purposes of this Section 7.l(c), the Collateral Trustee may conclusively presume that will promptly, at FMC's written request and expense, (i) execute and deliver to FMC such documents as FMC shall reasonably request to evidence the termination of such security interest or the release of the Shared Collateral complies with or the requirement Released Collateral, as the case may be and (ii) deliver or cause to be delivered to the Grantors all property of this Section 7.1(c) if the Grantors or the Released Collateral, as the case may be, then held by the Collateral Trustee has received a written confirmation of the type described in Section 7.2(a)or any agent thereof. (d) Notwithstanding anything to the contrary contained herein, the Collateral Trustee shall take any action, including the release of all or any portion of the Shared Collateral, required pursuant to Section 2.3 or Section 7.42.3.

Conditions to Release. (a) Subject to this Section 7.1(c7.1(a) and to Section 7.2(a), all of the Indenture Excluded -------------- -------------- --- Collateral shall be released upon on the date (the "Collateral Agency Agreement --------------------------- Termination Date") which shall be the earlier of the dates set forth in clauses (i) and (ii) below:of: ---------------- (i) the date on which (A) all of the Credit Agreement principal, interest, fees, costs and expenses and indemnities (then determinable) and other Obligations owing under the Debt Agreements, including, without limitation, all accrued and unpaid Collateral Agent's Fees, shall have been paid in full (subject to the survival of indemnities under Section 5.6(b) hereof, under Sections 11.7 -------------- and (B12.5 of the Credit Agreement and under the Note Agreement) accrued and unpaid Collateral Trustee's Fees the Commitments of the Banks shall have been paid in fullterminated pursuant to the terms of the Credit Agreement and no Letters of Credit shall be outstanding; or (ii) the date on which (A) the Collateral Trustee Company shall have received written instructions from all of the Lender Holders instructing the Company to direct the Collateral Trustee Agent to release the Collateral Collateral, and (B) accrued and unpaid Collateral TrusteeAgent's Fees shall have been paid in full. (b) Subject Each of the Collateral Agent and the Holders agrees that it, or its designated agent, shall promptly provide on the written request of the Company, payoff letters setting forth the determinable amounts for the items described in clause (a)(i) above and, upon payment of such amounts, all certificates and notices to the Collateral Agent required pursuant to Section 7.1(c7.2(a), from and after the payment in full of the Credit Agreement Obligations, all of the Collateral, to the extent not already released pursuant to this Agreement, shall be released upon the earlier of the dates set forth in clauses (i) and (ii) below: (i) the date on which (A) all of the Indenture Obligations shall have been paid in full and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full; or (ii) the date on which (A) the Collateral Trustee shall have received written instructions from the Indenture Trustee instructing the Collateral Trustee to release the Collateral and (B) accrued and unpaid Collateral Trustee's Fees shall have been paid in full.. -------------- (c) On If any payment or transfer of any interest in property by any Grantor to the dates referred Collateral Agent or any other Secured Party in fulfillment of any Obligation is rescinded or must at any time (including after the Collateral Agency Agreement Termination Date) be returned, in whole or in part, by the Collateral Agent or any other Secured Party to in Section 7.1(a) the Company or Section 7.1(b) aboveany other Person, no upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the provisions of this Agreement and the other Collateral Documents shall be released unless and until no Grantor Default would exist afterreinstated with respect to any such payment or transfer, regardless of any prior return of Collateral or as a result of, the release cancellation or termination of such Collateral. For purposes of this Section 7.l(c), the Collateral Trustee may conclusively presume that the release of the Collateral complies with the requirement of this Section 7.1(c) if the Collateral Trustee has received a written confirmation of the type described any Lien in Section 7.2(a)respect thereof. (d) Notwithstanding anything to the contrary contained herein, the Collateral Trustee shall take any action, including the release of all or any portion of the Collateral, required pursuant to Section 2.3 or Section 7.4.