Common use of Disposition of Property Clause in Contracts

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to the business of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law.

Disposition of Property. Make The Borrower will not, and will ------------------------ not permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty (including, whether now owned or hereafter acquiredwithout limitation, the Nortel Networks Goods and Services), except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b) Asset Dispositions of easements or minor strips Property, other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent as reasonably necessary to Borrower made in the construction ordinary course of business if each of the following conditions have been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or maintenance thereofseries of related Asset Dispositions in any fiscal year of the Borrower do not exceed $500,000 and (B) the Borrower receives fair consideration for such assets and (ii) no Default exists at the time of or will result from such Asset Disposition; provided, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it Borrower may reasonably request in connection therewith; (c) the undertake an Asset --------- Disposition of Barbary Coast Property (other than as permitted or series of related Asset Dispositions which would result in Section 7.03(e)), Net Proceeds in excess of $500,000 with the prior written consent of the Required Lenders;, which consent shall not be unreasonably withheld. (dc) Mergers permitted under Section 7.05 Asset Dispositions of Property, other than equipment, accounts and Dispositions Receivables, by the Borrower to any Wholly-Owned Subsidiary Guarantor or by any Subsidiary Guarantor to of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or any other otherwise transferred to a Wholly-Owned Subsidiary Guarantor of the Borrower shall continue to be subject to a perfected, first priority Lien (so long as any Lien granted pursuant except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Collateral Documents is not, Liens in the reasonable judgment favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, adversely affected thereby); and (eii) additional Dispositions no Default exists at the time of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000will result from such Asset Disposition; and (fd) dispositions of Property no longer used or useful in the event the Borrower does not receive South Coast Project Approvalordinary course of business, the Disposition including, without limitation, dispositions of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. equipment being exchanged or replaced with comparable or better equipment; provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing will not, and will not permit any --------- -------- Subsidiary of the necessity to invoke this proviso at least ten Business Days (Borrower to, sell, lease, assign, transfer or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition otherwise dispose of any of the equity securities equipment which constitutes Nortel Networks Goods and Services without the prior written consent of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawRequired Lenders.

Disposition of Property. Make The Borrower will not, and will not permit NCI, NCH or any Disposition Restricted Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b) Asset Dispositions of easements Property, other than accounts and Receivables, by the Borrower or minor strips any of its Restricted Subsidiaries made in the ordinary course of business if each of the following conditions have been satisfied: (i)(A) (1) the aggregate fair value of all such Asset Dispositions made at any time on or after June 28, 2000 shall not exceed $5,000,000 and gores (2) the Borrower or any such Restricted Subsidiary receives fair consideration for such assets, or (B) with respect to Asset Dispositions of property Resale Access Lines, (1) the aggregate fair value of all such Asset Dispositions made at any time on or after June 28, 2000 shall not exceed $10,000,000 and (2) the Borrower or any such Restricted Subsidiary receives fair consideration for such Resale Access Lines, or (C) with respect to Asset Dispositions to ILECs made in connection with improvements to Real Property the execution of any agreement for Virtual Co-location, the aggregate fair value of all such Asset Dispositions made at any time on or after June 28, 2000 shall not exceed $1,000,000, and which are approved in advance by (ii) no Default exists at the Administrative Agent as reasonably necessary to the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with accounts and Receivables, by the prior written consent Borrower or any of its Restricted Subsidiaries to any Wholly-Owned Subsidiary of the Required LendersBorrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) in favor of the Agents, the Lenders and the Lender Counterparties, and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor dispositions of Property no longer used or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, useful in the reasonable judgment ordinary course of the Administrative Agentbusiness, adversely affected thereby);including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; and (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) leases in the event ordinary course of business between or among the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawits Wholly-Owned Restricted Subsidiaries.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a) Dispositions of obsoletea Disposition by Borrower to a Restricted Subsidiary, worn-out, surplus or damaged equipment by a Restricted Subsidiary to Borrower or other personal property no longer necessary to the business of Coast Casinos and its Subsidiariesanother Restricted Subsidiary; (b) Dispositions a Disposition of easements or minor strips and gores of property any Investment in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithan Unrestricted Subsidiary; (c) Dispositions of Permitted Sale Assets (either directly or by way of the Disposition of Barbary Coast Property a Subsidiary formed for the sole purpose of effecting the Disposition of Permitted Sale Assets) in arm's length transactions involving third parties which are not Affiliates of Borrower when no Default or Event of Default exists or would result therefrom, provided that (other than as permitted i) concurrently therewith Borrower makes the deposits to the Completion Reserve Account which are required by Section 9.4 (unless the Completion Reserve Account has then been terminated in Section 7.03(e)accordance with the provisions hereof), and (ii) Borrower shall concurrently create, and thereafter maintain, all appropriate reserves for any tax liabilities associated with the prior written consent of the Required Lenderssuch Disposition on its books and records; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor Any Disposition consisting of a grant of a Permitted Encumbrance or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment a Permitted Right of the Administrative Agent, adversely affected thereby)Others; (e) additional Any Disposition of Borrower's direct or indirect interests in the casino and related businesses currently conducted in Argentina through Foreign Subsidiaries, including any associated rights of the Borrower and the Restricted Subsidiaries in operating agreements for such businesses; and (f) other Dispositions of equipment Property not constituting Permitted Sale Assets (i) in any one transaction or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) series of related transactions having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval5,000,000, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, and (ii) having an aggregate value not in excess of $15,000,000 in any Fiscal Year and not in excess of $25,000,000 during the Borrower has notified the Administrative Agent in writing term of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawAgreement.

Disposition of Property. Make F.Y.I. will not, and will not permit any Disposition of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to Inventory in the business ordinary course of Coast Casinos and its Subsidiaries;business, (b) Asset Dispositions by F.Y.I. and its Subsidiaries to Persons other than F.Y.I. and its Subsidiaries if each of easements the following conditions has been satisfied: (i) the Net Proceeds from any single Asset Disposition or minor strips series of related Asset Dispositions in any fiscal year of F.Y.I. do not exceed $250,000 and gores of property in connection with improvements to Real Property and which are approved in advance the cumulative Net Proceeds from all Asset Dispositions do not exceed $500,000, (ii) the consideration received by the Administrative Agent as reasonably necessary F.Y.I. or its Subsidiaries is at least equal to the construction fair market value of such assets, (iii) the sole consideration received is cash payable at the closing, provided, however, that up to a cumulative total of $125,000 of Property may be disposed of by F.Y.I. and its Subsidiaries on a combined basis on terms which defer payment of a portion of the purchase price, (iv) no Default exists at the time of or maintenance thereofwill result from such Asset Disposition, provided that and (v) F.Y.I. makes, or causes the Administrative Agent shall concurrently receive appropriate Subsidiary to make, any endorsements to its policy of title insurance as it may reasonably request in connection therewithpayment required under Section 2.7; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent Asset Dispositions by F.Y.I. and its Subsidiaries to F.Y.I. or another Subsidiary if each of the Required following conditions has been satisfied: (i) the aggregate fair market value of the assets sold, disposed of or otherwise transferred shall not exceed $250,000 in aggregate amount during any fiscal year, (ii) the assets sold, disposed of or otherwise transferred shall, if subject to a first priority Lien in favor of the Administrative Agent and the Lenders, continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, and (iii) no Default exists at the time of or will result from such Asset Disposition; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor dispositions of Property no longer used or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, useful in the reasonable judgment ordinary course of the Administrative Agent, adversely affected thereby)business; (e) additional Asset Dispositions that were contemplated and disclosed to the Lenders at the time of equipment any Permitted Acquisition if the Asset Disposition occurs, and the Net Proceeds thereof are applied, as required or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)2.7; (f) having Asset Dispositions by Subsidiaries of F.Y.I., and Asset Dispositions consisting of a cumulative sale of all of the issued and outstanding Capital Stock of a Subsidiary of F.Y.I., if the aggregate fair market value of the Property sold or otherwise transferred in connection with all of such Asset Dispositions on or after the Closing Date does not in excess exceed ten percent of $15,000,000the net book value of the tangible assets of F.Y.I. and its Subsidiaries as of the date of any such Asset Disposition; (g) Permitted Dispositions; and (fh) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable permitted by such DispositionSection 9.9, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance Sale and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawLeaseback Transactions.

Disposition of Property. Make SECTION 9.12 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "A. Except as permitted by SECTION 9.4, the Borrower will not, and will not permit any Disposition of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for the following Dispositions which are permitted if and to the extent that the Agent receives any and all prepayments (including any Right of Others consisting of an option granted if any) required from the proceeds thereof in accordance with respect to):SECTION 2.7(A); (a) the Asset Dispositions specified in SCHEDULE 9.12 hereto as agreed to among the Borrower and the Agent (with the consent of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to the business Required Lenders as evidenced by their execution 23 of Coast Casinos and its Subsidiaries; (bthe Second Amendment) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereofSecond Amendment, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e))PROVIDED, with HOWEVER, that, without the prior written consent of the Required Lenders, (i) each of the Asset Dispositions specified in SCHEDULE 9.12 shall be for fair consideration paid or payable to the transferor as determined by the transferor in good faith, (ii) except as permitted by SECTION 9.12A(B) succeeding, none of the Asset Dispositions specified in SCHEDULE 9.12 may include Asset Dispositions by the Borrower or any of its Subsidiaries to a Subsidiary of the Borrower, and (iii) none of the Asset Dispositions specified in SCHEDULE 9.12 may include a lease of Property; (b) Asset Dispositions by the Borrower or its Subsidiaries to the Borrower or any Wholly-Owned Subsidiary or Majority- Owned Subsidiary of the Borrower other than an Excluded Subsidiary if no Default exists at the time of or will result from such Asset Disposition; PROVIDED, HOWEVER, that Asset Dispositions permitted in accordance with this CLAUSE (B) shall not (i) include any Asset Disposition of a hospital or other health care facility unless such Asset Disposition is approved by the Required Lenders and (ii) shall not include any related personal Property consisting of equipment or inventory unless such Asset Disposition of equipment or inventory (A) is approved by the Required Lenders, (B) (1) in the case of inventory, is owned by Xxxxxxxxxx PHC Regional Hospital, Inc. and, in the case of equipment, is owned by Xxxxxxxxxx PHC Regional Hospital, Inc. as of the Second Amendment Date or (2) is transferred to Xxxxxxxxxx PHC Regional Hospital, Inc. and, concurrently with such transfer under this CLAUSE (2), is subject to a perfected Lien in favor of the Agent as security for the Obligations, or (C) when combined with all other Asset Dispositions of equipment or inventory which have occurred under this CLAUSE (C) subsequent to June 30, 1997, does not involve Property having an aggregate book value in excess of $10,000,000; (c) the sale of accounts receivable under the PHC Funding Sale Documents in an amount sufficient to derive Net Proceeds of no more than $65,000,000; (d) Mergers dispositions of Property, other than dispositions of a hospital or other health care facility, no longer used or useful in the ordinary course of business; and (e) subject to the proviso contained in this CLAUSE (E) below, sales, leases, assignments, transfers or other dispositions otherwise expressly permitted under Section 7.05 this Agreement (including, without limitation, any transfer of the Capital Stock or Property of an Excluded Subsidiary permitted under SECTION 9.3 and Dispositions any grant of a Lien which constitutes a Permitted Lien permitted in accordance with this Agreement), PROVIDED, HOWEVER, that sales, leases, assignments, transfers or other dispositions of a hospital or other health care facility or any related personal Property consisting of equipment or inventory shall be excluded for purposes of this CLAUSE (E) preceding unless such hospital or other health care facility or personal Property is owned by an Excluded 24 Subsidiary; PROVIDED, HOWEVER, that, notwithstanding anything to the Borrower to any Subsidiary Guarantor or contrary contained in this Agreement, (i) no Asset Disposition may be made by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property its Subsidiaries (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)Excluded Subsidiaries) having a cumulative aggregate fair value not in excess of $15,000,000; and pursuant to CLAUSE (fA) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to preceding if an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by at the time of such DispositionAsset Disposition or would result therefrom, and (ii) unless otherwise agreed by the Required Lenders, none of the hospitals (including real Property and related personal Property) or any Capital Stock of the entities owning such hospitals or related Property identified on SCHEDULE 1 to the agreement dated the Second Amendment Date between the Borrower has notified and the Administrative Agent in writing may be sold (A) for other than cash, the assumption of indebtedness by the purchaser or notes payable by the purchaser to the seller without the prior written consent of the necessity Required Lenders, provided that any such notes payable by the purchaser to invoke this proviso at least ten Business Days the seller must be pledged to the Agent as security for the Obligations unless the Required Lenders otherwise agree, or (or such shorter period as may be necessary in order to comply with a regulation or order B) for less than the amounts of cash (exclusive of the relevant Gaming Boardassumption of indebtedness, notes payable and other non-cash consideration) specified therefor in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawSCHEDULE 1.

Disposition of Property. Make The Borrower will not and will not permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty (including, whether now owned or hereafter acquiredwithout limitation, the Nortel Networks Equipment and the Nortel Networks Software), except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or inventory (other personal property no longer necessary to than equipment) by the business of Coast Casinos Borrower and its Subsidiaries;Subsidiaries in the ordinary course of business, and expenditures of money (including, without limitation, money held in deposit accounts) made in the ordinary course of business or for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or Investments expressly permitted in accordance with this Agreement; [**] CONFIDENTIAL TREATMENT REQUESTED (b) Asset Dispositions of easements or minor strips Property, other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent Borrower and its Subsidiaries made in the ordinary course of business if each of the following conditions has been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions in any fiscal year do not exceed $[**] and (B) the Borrower or its Subsidiary (as reasonably necessary to applicable) receives fair consideration for such assets and (ii) no Default exists at the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as equipment, accounts and Receivables, by the Borrower and its Subsidiaries to any Wholly-Owned Subsidiary of the Borrower if each of the following conditions has been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in Section 7.03(e))favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) dispositions of Property no longer capable of being used or appropriate for use in the ordinary course of business, including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; and (e) the dispositions of Property described in clauses (e) and (f) of the definition of "Asset Disposition"; provided, however, that the Borrower will not and will not permit any Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of the Nortel Networks Equipment without the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 Lenders and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawNortel Networks.

Disposition of Property. Make So long as the Loans are outstanding, the Term B Loan Borrower will not consummate any Disposition of its PropertyAsset Sale. So long as the Loans are outstanding, whether now owned the Term B Loan Borrower will not cause or hereafter acquiredpermit any Restricted Subsidiary to consummate an Asset Sale, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):unless: (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to the business of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i1) no Default or Event of Default then exists which is not curable shall have occurred and shall be continuing at the time of such Asset Sale; (2) such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the disinterested members of Target’s Board of Directors); (3) at least 75% of the consideration received by such DispositionRestricted Subsidiary from such Asset Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (iias defined below) and is received at the time of such disposition; provided that both (a) the Borrower has notified amount of any liabilities (as shown on the Administrative Agent in writing Restricted Subsidiary’s most recent balance sheet or the notes thereto) of such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets, and (b) any securities, notes or other obligations received by such Restricted Subsidiary from such transferee that are, within 180 days after the date of the necessity Asset Sale, converted by such Restricted Subsidiary into cash or Cash Equivalents, to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order the extent of the relevant Gaming Boardcash of Cash Equivalents received in that conversion, shall be deemed to be cash for the purposes of this provision; (4) in advance and (iii) upon the consummation of such Asset Sale, the Term A Loan Borrower or the Term B Loan Borrower, as applicable, shall cause such Restricted Subsidiary to apply all Net Cash Proceeds from relating to such Disposition are paid Asset Sale within 180 days of receipt thereof as follows: (a) to prepay the Loans, permanently reduce the Term A Loan Commitments or the Term B Loan Commitments, as applicable, thereby; (b) to make an investment or capital expenditure in replacement properties and assets of a like kind as the properties and assets disposed of in such Asset Sale, or other productive assets of a kind then used or usable in the business of the Restricted Subsidiary (“Replacement Assets”), provided that such Replacement Assets shall not include the Capital Stock of any Person; and/or (c) a combination of prepayment and investment permitted by the foregoing clauses (4)(a) and (4)(b); (5) upon the consummation of such Asset Sale, and immediately after every receipt of Net Cash Proceeds relating to such Asset Sale, the Term A Loan Borrower or the Term B Loan Borrower, as applicable, shall deliver a certificate of its Chief Financial Officer to the Administrative Agent promptly after receipt and applied (a) stating that such Asset Sale complies with the with this Section 6.9 in every respect, (b) setting forth the aggregate fair market value of all property, rights, interests or other assets (including Capital Stock of a Restricted Subsidiary) disposed of such Asset Sale as well as in all other Asset Sales since the date of this Agreement, (c) setting forth such Borrower’s calculation of the total Net Cash Proceeds relating to reduce the principal outstanding under the Notes such Asset Sale (first, to the Term Notesextent not yet actually received, then to the Revolving Notes and then to the Swing Line Note, and estimated in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agentgood faith), and (d) stating the portion of such Net Cash Proceeds to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration be applied pursuant to each of the related Interest Periodforegoing clauses (4)(a) and provided further (4)(b) and the time that nothing such Net Cash Proceeds are expected to be so applied; (6) if such Asset Sale involves the disposition of Term A Loan Collateral or Term B Loan Collateral, such Subsidiary has complied with the provisions of this Agreement and the other Loan Documents; and (7) the aggregate fair market value of all property, rights, interests or other assets (including Capital Stock of a Restricted Subsidiary) disposed of in this Section Asset Sales by the Restricted Subsidiaries during the period the Loans are outstanding shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawnot exceed $3,000,000 in total.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such transaction and after giv- ing effect thereto and to the business use of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance proceeds thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, shall have occurred and be continuing and (ii) the Borrower has notified or such Restricted Subsidiary, as the Administrative Agent in writing case may be, receives consideration at least equal to the Fair Market Value of the necessity to invoke this proviso at least ten Business Days (assets sold or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance otherwise disposed of, and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term Notes B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and Revolving Notes(y) on or after the Term B-1 Loan Repayment Date, first the Consolidated Net Leverage Ratio is greater than 4.50 to Base Rate Loans and thereafter 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to LIBOR the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s bal- ance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such bal- ance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms sub- ordinated in right of payment to the Loans, shortest Interest Periods first, or to cash collateralize that are assumed by the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Re- stricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law Cash Equivalents (to the extent so converted) within 180 days following the closing of such restriction Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is unlawful under at that Gaming Lawtime outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) if, giving effect thereto, the aggregate book value or fair market value (whichever is greater) of all Dispositions of obsolete, worn-out, surplus made since the Closing Date would exceed $60,000,000 or damaged equipment or other personal property no longer necessary to the business of Coast Casinos and its Subsidiaries; (b) Dispositions that is otherwise prohibited by clause (a) hereof unless (i) at least 85% of easements the proceeds from such Disposition are received in Cash; provided however, that the amount of (A) any Indebtedness (as shown on Borrower's or minor strips and gores such Subsidiaries' most recent balance sheet or in the notes thereto) of property Borrower or any such Subsidiary that are assumed by the transferee of any asset in connection with improvements to Real Property any Disposition and which are approved in advance (B) any deferred payment obligations received by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other such Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment proceeds of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, Disposition that are concurrently with the Disposition converted into Cash without recourse to Borrower or any of the South Coast Property its Subsidiaries, shall be deemed to an Excluded Subsidiary be Cash for the purpose purposes of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Dispositionprovision, (ii) Borrower or such Subsidiary receives consideration at the Borrower has notified time of such Disposition at least equal to the Administrative Agent in writing fair market value of the necessity to invoke this proviso at least ten Business Days shares or assets sold (or such shorter period as may be necessary in order to comply with determined by the Board of Directors of Borrower and evidenced by a regulation or order of the relevant Gaming Boardboard resolution) in advance and (iii) the Net Cash Proceeds received by Borrower or such Subsidiary from such Disposition are paid applied as follows: (y) Borrower may, within 12 months of such Disposition, invest such Net Cash Proceeds in properties and assets that (as determined by the Board of Directors) replace the properties and assets that were the subject of the Disposition or in properties and assets that will be used in the business of Borrower or its Subsidiaries existing on the date of this Agreement or in a business reasonably related thereto and (z) the amount of such Net Cash Proceeds not invested as set forth in clause (y) above shall on or prior to the Administrative Agent promptly after receipt first anniversary of such Disposition be applied by Borrower to the prepayment, on a pro rata basis with the prepayment of the Notes and applied the permanent reduction of the Commitment under the Amended Revolver on or prior to reduce the Banking Day following the date such Net Cash Proceeds are not so invested, at a price equal to 100% of the principal outstanding under the Notes (firstamount thereof, plus accrued interest thereon to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case date of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawprepayment.

Disposition of Property. Make The Borrower will not, and will not permit NCI, NCH or any Disposition Restricted Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a1) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b2) Asset Dispositions of easements Property, other than accounts and Receivables, by the Borrower made in the ordinary course of business if each of the following conditions have been satisfied: (i)(A) (1) the aggregate fair value of all such Asset Dispositions made at any time during the term of this Agreement shall not exceed $5,000,000 and (2) the Borrower receives fair consideration for such assets, or minor strips (B) with respect to Asset Dispositions of Resale Access Lines, (1) the aggregate fair value of all such Asset Dispositions made at any time during the term of this Agreement shall not exceed $10,000,000 and gores of property (2) the Borrower receives fair consideration for such Resale Access Lines, or (C) with respect to Asset Dispositions to ILECs made in connection with improvements to Real Property the execution of any agreement for Virtual Co-location, the aggregate fair value of all such Asset Dispositions made at any time during the term of this Agreement shall not exceed $1,000,000, and which are approved in advance by (ii) no Default exists at the Administrative Agent as reasonably necessary to the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c3) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 accounts and Dispositions Receivables, by the Borrower to any Wholly-Owned Subsidiary Guarantor or by any Subsidiary Guarantor to of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or any other otherwise transferred to a Wholly-Owned Subsidiary Guarantor of the Borrower shall continue to be subject to a perfected, first priority Lien (so long as any Lien granted pursuant except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Collateral Documents is not, Liens in the reasonable judgment favor of the Administrative Agent) in favor of the Agents, adversely affected thereby); the Lenders and the Lender Counterparties, and (eii) additional Dispositions no Default exists at the time of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000will result from such Asset Disposition; and (f4) dispositions of Property no longer used or useful in the event the Borrower does not receive South Coast Project Approvalordinary course of business, the Disposition including, without limitation, dispositions of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default equipment being exchanged or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (replaced with comparable or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawbetter equipment.

Disposition of Property. Make The Borrower will not, and will ----------------------- not permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty (including, whether now owned or hereafter acquiredwithout limitation, the Operating Assets) except for that the following Dispositions are permitted if (including any Right but only if) no Event of Others consisting of an option granted with respect to):Default has occurred and is continuing: (a) Dispositions dispositions of obsoleteInventory (other than equipment) in the ordinary course of business, worn-outand expenditures of money (including, surplus without limitation, money held in Borrowing Deposit Accounts) (i) made in the ordinary course of business or damaged equipment (ii) for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or other personal property no longer necessary to the business of Coast Casinos and its SubsidiariesInvestments expressly permitted in accordance with this Agreement; (b) Asset Dispositions of easements or minor strips Property (including tower sales), other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent as reasonably necessary to Borrower if, in the construction case of tower sales, such sales are consistent with the Business Plan and, in the case of any Asset Disposition (including tower sales), if each of the following conditions has been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or maintenance thereofseries of related Asset Dispositions in any fiscal year of the Borrower do not exceed $1,000,000 and (B) the Borrower receives fair consideration for such assets and (ii) no Default exists at the time of or will result from such Asset Disposition; provided, provided however, that tower sales need not comply with the Administrative Agent shall concurrently receive any endorsements to its policy requirements of title insurance as it may reasonably request in connection therewithclause (A) preceding; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with accounts and Receivables, by the prior written consent Borrower to any Wholly-Owned Subsidiary of the Required Borrower or Asset Dispositions of equipment by the Borrower to Equipmentco or by Equipmentco to the Borrower, in each case if (but only if) each of the following conditions has been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor dispositions of Property no longer used or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, useful in the reasonable judgment ordinary course of the Administrative Agentbusiness, adversely affected thereby)including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; (e) additional Dispositions dispositions of equipment or other Property Investments referred to in clauses (other than any Project Site or improvements thereonc), except as permitted by (d), (e), (f) and (l) of Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,0009.5; andand ----------- (f) dispositions of BTAs that do not, in the event the Borrower does not receive South Coast Project Approvalaggregate, the Disposition include more than five percent of the South Coast Property to an Excluded Subsidiary for the purpose total number of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and POPs included in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative AgentBTAs disclosed on Schedule 1.1(c), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section which dispositions shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law.be for fair consideration. ---------------

Disposition of Property. Make The Borrower will not, nor will it permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty * Confidential Treatment Request (including, whether now owned or hereafter acquiredwithout limitation, the Nortel Networks Equipment and the Nortel Networks Software, except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) by the business of Coast Casinos Borrower and its SubsidiariesSubsidiaries in the ordinary course of business, and expenditures of money (including, without limitation, money held in deposit accounts) made in the ordinary course of business or for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or Investments expressly permitted in accordance with this Agreement; (b) Asset Dispositions of easements Property, other than accounts and Receivables, by the Borrower and its Subsidiaries made in the ordinary course of business if each of the following conditions have been satisfied: (i) (A) the fair market value of the assets subject to any single Asset Disposition or minor strips series of related Asset Dispositions in any fiscal year do not exceed 2.5% of the total assets of the Borrower as of the last day of the fiscal year then most recently ended, (B) the assets subject to such Asset Dispositions were previously acquired by the Borrower in a transaction permitted pursuant to this Agreement and gores consist of property in connection with improvements to Real Property and assets which are approved not useful in advance by the Administrative Agent business of the Borrower, and (C) the Borrower or its Subsidiary (as reasonably necessary to applicable) receives fair consideration for such assets, and (ii) no Default exists at the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as equipment, accounts and Receivables, by the Borrower and its Subsidiaries to any Wholly-Owned Subsidiary of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in Section 7.03(e))favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, and (ii) no Default exists at the time of or will result from such Asset Disposition; and (d) dispositions of Property no longer used or useful in the ordinary course of business, including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; provided, however, that the Borrower will not, nor will it permit any Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of the Nortel Networks Equipment without the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 Lenders and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawNortel Networks.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such transaction and after giving effect thereto and to the business use of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance proceeds thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, shall have occurred and be continuing and (ii) the Borrower has notified or such Restricted Subsidiary, as the Administrative Agent in writing case may be, receives consideration at least equal to the Fair Market Value of the necessity to invoke this proviso at least ten Business Days (assets sold or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance otherwise disposed of, and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale the Term Notes and Revolving NotesConsolidated Net Leverage Ratio is greater than 4.50 to 1.00, first at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to Base Rate Loans and thereafter the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to LIBOR the Loans, shortest Interest Periods first, or to cash collateralize that are assumed by the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law Cash Equivalents (to the extent so converted) within 180 days following the closing of such restriction Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is unlawful under at that Gaming Lawtime outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. Make The Borrowers will not, and will not permit any Disposition Subsidiary of a Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsoleteInventory (other than equipment) in the ordinary course of business, worn-outand expenditures of money (including, surplus without limitation, money held in deposit accounts) made in the ordinary course of business or damaged equipment for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or other personal property no longer necessary to the business of Coast Casinos and its SubsidiariesInvestments expressly permitted in accordance with this Agreement; (b) Asset Dispositions of easements or minor strips Property, other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent Borrowers made in the ordinary course of business if each of the following conditions have been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions in any fiscal year do not exceed $500,000 and (B) the Borrowers or their Subsidiaries (as reasonably necessary to applicable) receives fair consideration for such assets and (ii) no Default exists at the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with the prior written consent accounts and Receivables, by a Borrower or a Subsidiary to any Wholly-Owned Subsidiary of such Borrower if each of the Required following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of a Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) in favor of the Administrative [ ] Agent and the Lenders;, and (ii) no Default exists at the time of or will result from such Asset Disposition; and (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor dispositions of Property no longer used or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, useful in the reasonable judgment ordinary course of the Administrative Agentbusiness, adversely affected thereby); (e) additional Dispositions including, without limitation, dispositions of equipment being exchanged or other Property (other than any Project Site replaced with comparable or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawbetter equipment.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such transaction and after giving effect thereto and to the business use of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance proceeds thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, shall have occurred and be continuing and (ii) the Borrower has notified or such Restricted Subsidiary, as the Administrative Agent in writing case may be, receives consideration at least equal to the Fair Market Value of the necessity to invoke this proviso at least ten Business Days (assets sold or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance otherwise disposed of, and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale the Term Notes and Revolving NotesConsolidated Net Leverage Ratio is greater than 4.00 to 1.00, first at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to Base Rate Loans and thereafter the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to LIBOR the Loans, shortest Interest Periods first, or to cash collateralize that are assumed by the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law Cash Equivalents (to the extent so converted) within 180 days following the closing of such restriction Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is unlawful under at that Gaming Lawtime outstanding, not to exceed the greater of $25,000,000 and 2.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. Make The Borrower will not, and will not permit NCH or any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty (including, whether now owned or hereafter acquiredwithout limitation, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):Nortel Networks Equipment and the Nortel Networks Software), except: (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b) Asset Dispositions of easements Property, other than accounts and Receivables, by the Borrower made in the ordinary course of business if each of the following conditions have been satisfied: (i)(A) (1) the Net Proceeds from any single Asset Disposition or minor strips series of related Asset Dispositions in any fiscal year of the Borrower do not exceed $1,000,000 and gores of property (2) the Borrower receives fair consideration for such assets, or (B) with respect to Asset Dispositions to ILECs made in connection with improvements to Real Property the execution of any agreement for Virtual Co-location, the aggregate fair value of all such Asset Dispositions made at any time during the term of this Agreement shall not exceed $1,000,000, and which are approved in advance by (ii) no Default exists at the Administrative Agent as reasonably necessary to the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 accounts and Dispositions Receivables, by the Borrower to any Wholly-Owned Subsidiary Guarantor or by any Subsidiary Guarantor to of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or any other otherwise transferred to a Wholly-Owned Subsidiary Guarantor of the Borrower shall continue to be subject to a perfected, first priority Lien (so long as any Lien granted pursuant except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Collateral Documents is not, Liens in the reasonable judgment favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, adversely affected thereby); and (eii) additional Dispositions no Default exists at the time of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000will result from such Asset Disposition; and (fd) dispositions of Property no longer used or useful in the event the Borrower does not receive South Coast Project Approvalordinary course of business, the Disposition including, without limitation, dispositions of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default equipment being exchanged or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (replaced with comparable or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawbetter equipment.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its Propertyreal or personal Property (including, whether now without limitation, the Nortel Networks Equipment and the Nortel Networks Software and Capital Stock of any Subsidiary owned or hereafter acquiredby such Person), except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) by the business of Coast Casinos Borrower and its Subsidiaries;Subsidiaries in the ordinary course of business, and expenditures of money (including, without limitation, money held in deposit accounts and expenditures to pay Debt and other liabilities) made in the ordinary course of business or for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or Investments expressly permitted in accordance with this Agreement; 91 (b) Asset Dispositions of easements Property, other than the Network (or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance any portion thereof), Fiber, Conduit, accounts or Receivables, by the Administrative Agent Borrower and its Subsidiaries if each of the following conditions have been satisfied: (i)(A) the Net Proceeds from any such single Asset Disposition or series of related Asset Dispositions in any fiscal year do not exceed $[*] and the Net Proceeds from all such Asset Dispositions in any fiscal year do not exceed $[*] and (B) the Borrower or its Subsidiary (as reasonably necessary to applicable) receives fair consideration for such assets and (ii) no Default exists at the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) Asset Dispositions of Property, accounts and Receivables, by the Disposition Borrower and its Subsidiaries to any Wholly-Owned Subsidiary of Barbary Coast the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens securing the Obligations) in favor of the Administrative Agent (or the Collateral Agent, if the Collateral Agency Agreement is in effect) and the Lenders, and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) dispositions of obsolete, uneconomic or surplus Property no longer used or useful in the ordinary course of business, including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; (e) subject to the proviso below, Fiber or Conduit Sales pursuant to Customer Agreements for full and fair consideration in the ordinary course of the Borrower's or its Subsidiaries' business and in accordance with or as contemplated by the Business Plan, PROVIDED that the Borrower will ensure that it and its Subsidiaries retain, at all times, the ownership of or right to use a minimum of six strands of Fiber with respect to each long-haul segment of the Network, PROVIDED, HOWEVER, that, in connection with any Fiber or Conduit Purchases, the Borrower and its Subsidiaries may acquire and retain a minimum of two strands of Fiber installed or intended to be installed in the Network; (f) subject to the proviso below and except as permitted by CLAUSE (E) preceding, dispositions of an entire operating segment of the Network if (i) the Borrower receives fair consideration for such segment of the Network disposed of and (ii) no Default exists at the time of or will result from such disposition, PROVIDED, HOWEVER, that, as of any date of determination, not more than [*]% of the aggregate amount of completed Network route miles at any time owned or then previously owned by the Borrower and its Subsidiaries (excluding any Network route miles exchanged for other than Network route miles) may be, or have been, disposed of after giving effect to all previous dispositions and all dispositions being made or proposed to be made as of such date of determination; and (g) sales or leases of customer premises equipment or other equipment intended for resale at the time of its acquisition or sublicenses of software, in each case made in the ordinary course of business and for full and fair consideration; PROVIDED, HOWEVER, that, except as permitted in Section 7.03(e))CLAUSE (B) preceding, the Borrower will not, and will not permit any Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of the Nortel Networks Equipment or any other equipment used in connection with the Network without the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 Lenders and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawNortel Networks.

Disposition of Property. Make The Borrowers will not, and will not permit any Disposition Subsidiary of a Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsoleteInventory (other than equipment) in the ordinary course of business, worn-outand expenditures of money (including, surplus without limitation, money held in deposit accounts) made in the ordinary course of business or damaged equipment for the purpose of making Restricted Payments expressly permitted in accordance with this Agreement or other personal property no longer necessary to the business of Coast Casinos and its SubsidiariesInvestments expressly permitted in accordance with this Agreement; (b) Asset Dispositions of easements or minor strips Property, other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent Borrowers made in the ordinary course of business if each of the following conditions have been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions in any fiscal year do not exceed $500,000 and (B) the Borrowers or their Subsidiaries (as reasonably necessary to applicable) receives fair consideration for such assets and (ii) no Default exists at the construction time of or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithwill result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as permitted in Section 7.03(e))equipment, with the prior written consent accounts and Receivables, by a Borrower or a Subsidiary to any Wholly-Owned Subsidiary of such Borrower if each of the Required following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of a Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders;, and (ii) no Default exists at the time of or will result from such Asset Disposition; and (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor dispositions of Property no longer used or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, useful in the reasonable judgment ordinary course of the Administrative Agentbusiness, adversely affected thereby); (e) additional Dispositions including, without limitation, dispositions of equipment being exchanged or other Property (other than any Project Site replaced with comparable or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawbetter equipment.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such transaction and after giving effect thereto and to the business use of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance proceeds thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, shall have occurred and be continuing and (ii) the Borrower has notified or such Restricted Subsidiary, as the Administrative Agent in writing case may be, receives consideration at least equal to the Fair Market Value of the necessity to invoke this proviso at least ten Business Days (assets sold or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance otherwise disposed of, and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of an Asset Sale other than an Asset Swap, at least 75% of the Term Notes and Revolving Notesconsideration therefor received by the Borrower or such Restricted Subsidiary, first as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to Base Rate Loans and thereafter the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated to LIBOR the Loans, shortest Interest Periods firstthat are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to cash collateralize the Notes extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an interest bearing account aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed an amount equal to the greater of $100 million or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Administrative Agent)Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose; provided, further, the Borrower will not, and to correspondingly reduce the Aggregate Commitments (effective in the case of will not permit any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holdsRestricted Subsidiary to, directly or indirectly through indirectly, consummate a holding company Match Disposition or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawSearch Disposition.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of its PropertyProperty (including, whether now owned or hereafter acquiredwithout limitation, the Nortel Networks Goods and Services), except for (subject to the following Dispositions (including any Right of Others consisting of an option granted with respect tosucceeding proviso): (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or Inventory (other personal property no longer necessary to than equipment) in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b) Asset Dispositions of easements or minor strips Property, other than accounts and gores of property in connection with improvements to Real Property and which are approved in advance Receivables, by the Administrative Agent as reasonably necessary to Borrower made in the construction ordinary course of business if each of the following conditions have been satisfied: (i) (A) the Net Proceeds from any single Asset Disposition or maintenance thereof, provided that series of related Asset Dispositions in any fiscal year of the Administrative Agent shall concurrently receive any endorsements to its policy Borrower do not exceed $250,000 and (B) the Borrower receives fair consideration for such assets and (ii) no Default exists at the time of title insurance as it may reasonably request in connection therewithor will result from such Asset Disposition; (c) the Disposition Asset Dispositions of Barbary Coast Property (Property, other than as equipment, accounts and Receivables, by the Borrower to any Wholly-Owned Subsidiary of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in Section 7.03(e))favor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, and (ii) no Default exists at the time of or will result from such Asset Disposition; and (d) dispositions of Property no longer used or useful in the ordinary course of business, including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; provided, however, that the Borrower will not, and will not permit the Leasing Subsidiary or any other Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise dispose of any of the equipment that constitutes Nortel Networks Goods and Services without the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such transaction and after giving effect thereto and to the business use of Coast Casinos and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if proceeds thereof (i) no Default or Event of Default then exists which is not curable by such Disposition, shall have occurred and be continuing and (ii) the Borrower has notified or such Restricted Subsidiary, as the Administrative Agent in writing case may be, receives consideration at least equal to the Fair Market Value of the necessity to invoke this proviso at least ten Business Days (assets sold or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance otherwise disposed of, and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of an Asset Sale other than an Asset Swap, at least 75% of the Term Notes and Revolving Notesconsideration therefor received by the Borrower or such Restricted Subsidiary, first as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to Base Rate Loans and thereafter the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to LIBOR the Loans, shortest Interest Periods firstthat are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to cash collateralize the Notes extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an interest bearing account aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed an amount equal to the greater of $100,000,000 or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Administrative Agent)Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose; provided, further, the Borrower will not, and to correspondingly reduce the Aggregate Commitments (effective in the case of will not permit any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holdsRestricted Subsidiary to, directly or indirectly through indirectly, consummate a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawSearch Disposition.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition of its PropertyRestricted Subsidiary to, whether now owned directly or hereafter acquiredindirectly, except for the following Dispositions (including consummate any Right of Others consisting of an option granted with respect to): Asset Sale; provided that (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to the business of Coast Casinos Borrower and its Subsidiaries; Restricted Subsidiaries may consummate Asset Sales involving assets with an aggregate Fair Market Value, net of the aggregate of amounts paid by the Borrower and its Restricted Subsidiaries as purchase price for Asset Acquisitions or to acquire, construct or develop fixed assets or Intellectual Property useful in their business, not to exceed (x) in any fiscal year of the Borrower, 15.00% of Total Assets or (y) in the aggregate, 35.00% of Total Assets, in each case, determined as of the date of such Asset Sale, and (b) Dispositions after giving effect thereto and to so long as (a) at the time of easements and immediately after giving effect to such Asset Sale and the use of proceeds thereof, (i) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.10 and (ii) no Event of Default shall have occurred and be continuing and, (iib) the Borrower or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by such Restricted Subsidiary, as the Administrative Agent as reasonably necessary case may be, receives consideration at least equal to the construction Fair Market Value of the assets sold or maintenance thereofotherwise disposed of, provided that and (iiic) in the Administrative Agent shall concurrently receive any endorsements to its policy case of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (an Asset Sale other than as permitted in Section 7.03(e))an Asset Swap, with the prior written consent at least 75% of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary Guarantor from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by any Subsidiary Guarantor to the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Subsidiary Guarantor (so long as any Lien granted Designated Noncash Consideration received pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and clause (iii) that is at that time outstanding, not to exceed $25,000,000 at the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case time of the Term Notes and Revolving Notesreceipt of such Designated Noncash Consideration, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent)Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawfor no other purpose.

Disposition of Property. Make The Borrower will not, and will not permit any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including Restricted Subsidiaries to consummate any Right of Others consisting of an option granted with respect to): Asset Disposition unless (a) Dispositions the Borrower or such Restricted Subsidiary receives consideration at the time of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary such Asset Disposition at least equal to the business fair market value (including as to the value of Coast Casinos all non-cash consideration), as determined in good faith by the Board of Directors of the Borrower, of the shares and its Subsidiaries; assets subject to such Asset Disposition, (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent at least 75% of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions consideration thereof received by the Borrower to or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that, for purposes of determining what constitutes cash or Cash Equivalents under this clause (b), (A) any Subsidiary Guarantor liabilities (as shown on the Borrower’s or by any Subsidiary Guarantor to such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash or Cash Equivalents, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Asset Disposition shall be deemed to be cash or Cash Equivalents and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of the applicable Asset Disposition having an aggregate Fair Value, taken together with all other Subsidiary Guarantor (so long as any Lien granted Designated Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the Collateral Documents time such Designated Non-Cash Consideration is notreceived, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and 100,000,000 (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition measured as of the South Coast Property date such assets are disposed based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b) on or prior to such date of disposition) at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents; (c) an Excluded Subsidiary for amount equal to 100% of the purpose of developing the South Coast Project. providedNet Available Cash from such Asset Disposition is applied, however, that this Section shall not apply to prohibit a Disposition to the extent necessary required, in accordance with Section 2.08(c); (d) after giving effect to prevent a License Revocation if (i) such Asset Disposition, no Default or Event of Default then exists which is not curable by shall exist or would result from such Asset Disposition (other than pursuant to an Asset Disposition made pursuant to a legally binding commitment entered into at the time when no Default or Event of Default existed or would have resulted from such Asset Disposition); and (e) on a pro forma basis after giving effect to such Asset Disposition and any substantially concurrent use ofrelated transactions (including the receipt of the proceeds thereof), (ii) the Borrower has notified shall be in compliance with the Administrative Agent financial covenant set forth in writing Section 6.10 as such covenant is recomputed as of the necessity last day of the Test Period most recently ended on or prior to invoke this proviso the date of such Asset Disposition as if such Asset Disposition and related transactions had occurred on the first day of such Test Period (other than an Asset Disposition made pursuant to a legally binding commitment entered into at least ten Business Days a time when,, in which event the Borrower shall have been in compliance on a pro forma basis, after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower was in compliance with the financial covenant set forth in Section 6.10). as such covenant is recomputed as of the last day of the Test Period most recently ended on or prior to the date of such legally binding commitment assuming that such Asset Disposition and related transactions (including the receipt of the proceeds thereof) had been consummated on the first day of such Test Period). For the purposes of Section 6.04, the assumption or discharge of Indebtedness of the Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary or other liabilities (as shown on the most recent balance sheet (or such shorter period as may be necessary in order to comply with a regulation or order notes thereto) of the relevant Gaming BoardBorrower or such Restricted Subsidiary) in advance and (iii) the Net Cash Proceeds release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or from such other liabilities in connection with such Asset Disposition are paid (in which case, such Person shall, without further action, be deemed to the Administrative Agent promptly after receipt and have applied such deemed cash to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and Indebtedness in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account accordance with the Administrative AgentSection 2.08(c)), and shall be deemed to correspondingly reduce the Aggregate Commitments (effective in the case of any be cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming LawCash Equivalents.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to the business of Coast Casinos Resorts and its Subsidiaries; (b) Dispositions of easements or minor strips and gores of property in connection with the construction of the New Project or other improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) subject to the requirements of Section 5.13, the Disposition of the Barbary Coast Property (other than as permitted in Section 7.03(e)), with and/or the prior written consent of the Required LendersRancho Property; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor extent that the same constitute Dispositions, Distributions contemplated by Section 6.6(b) and (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected therebyc); (e) Disposition of aircraft owned as of the Closing Date; and (f) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project10,000,000. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Banking Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments Commitment (effective in the case of any cash collateralization of Eurodollar Rate LIBOR Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):for: (a) Dispositions of obsolete, worn-out, surplus or damaged obsolete equipment or other personal property no longer necessary to the business of Coast Casinos Borrower and its SubsidiariesSubsidiaries having a fair market value (in each transaction or series of related transactions) of less than $1,000,000); (b) Dispositions of easements or minor strips and gores of property in connection with the construction of the Proposed Expansion or other improvements to Real Property the Project Site and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith;; and (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as extent permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess 6.5 of $15,000,000this Agreement; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Banking Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and advance, (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Term Notes (firstand, to after the Term NotesNotes shall have been repaid in full, then to the Revolving Notes and then to the Swing Line Note(in each such case first, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or first and to cash collateralize the installments due under such Notes in an interest bearing account with the Administrative Agentinverse order of maturity), and (iv) any non-Cash proceeds from such Disposition shall be delivered and pledged to correspondingly reduce the Aggregate Commitments (effective in Administrative Agent as additional collateral for the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) Obligations, and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, to the extent the Requisite Lenders waive the provisions of this Section 6.3 with respect to the Disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Agreement (unless transferred to the Borrower or another Obligor) the Administrative Agent shall take such actions as are appropriate to release such Collateral from the Liens created by the Loan Documents.

Disposition of Property. Make Each of the Loan Parties will not, and will not permit any Disposition of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a) Dispositions dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to Inventory in the business ordinary course of Coast Casinos and its Subsidiariesbusiness; (b) Asset Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereofProperty, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property (other than as permitted in Section 7.03(e))accounts and Receivables, with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower and its Subsidiaries to any Subsidiary Guarantor or by any Subsidiary Guarantor to Persons other than the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, and its Subsidiaries made in the reasonable judgment ordinary course of business if each of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if following conditions have been satisfied: (i) no Default the Net Proceeds from any single Asset Disposition or Event series of Default then exists which is related Asset Dispositions in any fiscal year of the Borrower do not curable by such Dispositionexceed $250,000 and the cumulative Net Proceeds from all Asset Dispositions do not exceed $1,000,000, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days or its Subsidiary (or as applicable) receives fair consideration for such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance assets, and (iii) no Default exists at the Net Cash Proceeds time of or will result from such Disposition Asset Disposition; (c) Asset Dispositions of Property, other than accounts and Receivables, by the Borrower and its Subsidiaries to any Wholly-Owned Subsidiary of the Borrower if each of the following conditions have been satisfied: (i) the aggregate fair market value of the assets sold, disposed of or otherwise transferred by the Borrower and its Subsidiaries and transferred to a Wholly-Owned Subsidiary of the Borrower shall not exceed $250,000 in aggregate amount during any fiscal year, exclusive of assets acquired pursuant to purchases and acquisitions permitted pursuant to clause (ii) of Section 9.3 which are paid transferred by the purchaser of such assets to the Administrative Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent) in favor of the Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line NoteLenders, and (iii) no Default exists at the time of or will result from such Asset Disposition; and (d) dispositions of Property, other than accounts and Receivables, no longer used or useful in the case ordinary course of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawbusiness.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to): (a) Dispositions of obsoletea Disposition by the Guarantor to a Wholly-Owned Restricted Subsidiary, worn-out, surplus or damaged equipment or other personal property no longer necessary by a Restricted Subsidiary to the business of Coast Casinos and its Subsidiaries; Guarantor or another Restricted Subsidiary, (b) Dispositions of easements or minor strips and gores of property in connection with improvements to Real Property and which are approved in advance Investments permitted by the Administrative Agent as reasonably necessary Clause C.16 hereof to the construction or maintenance thereofextent constituting Dispositions, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; (c) the Disposition of Barbary Coast Property any Equity Interests of (or other than as permitted in Section 7.03(e))Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, with the prior written consent of the Required Lenders; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby); (e) additional Dispositions of equipment or other Property (other than any Project Site or improvements thereon, except as permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,000; and (f) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, provided that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Dispositionor would result therefrom, Dispositions of (i) accounts receivable and (ii) collateral securing accounts receivable and guarantees supporting accounts receivable, in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Clause C.10(k) hereof, (e) provided that no Event of Default then exists or would result therefrom, Dispositions, of which the Borrower has notified the Administrative Agent fair market value (as reasonably determined in writing good faith by a Senior Officer of the necessity Guarantor), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or equal to invoke this proviso at least ten Business Days the greater of (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Boardi) in advance $100,000,000 and (iiiii) the Net Cash Proceeds from such Disposition are paid an amount equal to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes 12.5% of Consolidated Total Assets, (firstf) sales, to the Term Notesrentals or leases of satellite capacity, then to the Revolving Notes and then to the Swing Line Notebandwidth, and beams, transponders or threads or other grants of rights of satellite use or of any other portion of a Satellite in the case ordinary course of the Term Notes business and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Periodg) and provided further that nothing in this Section shall apply to restrict the Disposition of any Satellite (other than the ViaSat-1 and ViaSat-2 Satellites) for fair market value (as reasonably determined in good faith by a Senior Officer of the equity securities Guarantor) to any Person for whom such Satellite was procured that is not an Affiliate of the Guarantor and (h) provided that no Event of Default then exists or would result therefrom, other Dispositions so long as (i) any such Disposition is for consideration at least equal to the fair market value thereof and (ii) at least 75% of the consideration received from any such Disposition shall be Cash or Cash Equivalents (provided that (x) any liabilities (as shown on the Guarantor’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Guarantor’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Borrower) of the Guarantor or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the obligations under this Agreement) that are extinguished in connection with the transactions relating to such Disposition, or that are assumed by the transferee of any Person such assets, property or Equity Interests, in each case, pursuant to a written agreement that holdsreleases the Guarantor or such Restricted Subsidiary, directly as the case may be, from further liability therefor; (y) any securities, notes or indirectly through a holding company other similar obligations received by the Guarantor or otherwiseany Restricted Subsidiary from such transferee that are converted by the Guarantor or such Restricted Subsidiary into Cash or Cash Equivalents, a license under any Gaming Law or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received), in each case within 180 days following the consummation of such restriction Disposition; and (z) any Designated Noncash Consideration received by the Guarantor or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this subclause (z) that is unlawful under at that Gaming Lawtime outstanding, not to exceed the greater of (I) $25.0 million and (II) 2.0% of Consolidated Total Assets, calculated at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value) shall each be deemed to be Cash Equivalents for the purposes of this clause (h)(ii); provided further that notwithstanding the foregoing, all provisions of the definition of Net Cash Sales Proceeds, except subsection (b)(iii) thereof, shall be applied to determine whether the 75% limitation referred to in clause (h)(ii) of this Clause C.2 has been met; provided that the sale or other disposition of the assets of the Borrower and its Restricted Subsidiaries constituting 50% or more in the aggregate of the Consolidated Total Assets as of the date of any such sale or other disposition shall not be treated as a “Disposition” but rather shall constitute a “Change in Control”.

Disposition of Property. Make SOURCECORP will not, and will not permit any Disposition of its PropertySubsidiaries to, whether now owned or hereafter acquiredmake any Asset Disposition, except for the following Dispositions (including any Right of Others consisting of an option granted with respect to):except: (a) Asset Dispositions of obsolete, worn-out, surplus or damaged equipment or other personal property no longer necessary to Inventory in the business ordinary course of Coast Casinos and its Subsidiaries;business, (b) Asset Dispositions by SOURCECORP or any of easements its Subsidiaries to SOURCECORP or minor strips and gores any of property in connection with improvements its Wholly-Owned Subsidiaries; provided, that a Guarantor shall only make Asset Dispositions to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction SOURCECORP or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewithanother Guarantor; (c) Asset Dispositions of Property no longer used or useful in the Disposition ordinary course of Barbary Coast business or of Property (other than as permitted in Section 7.03(e)), with the prior written consent of the Required Lendersexchanged for like Property; (d) Mergers permitted under Section 7.05 Asset Dispositions that were contemplated and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor disclosed to the Borrower or Lenders at the time of any other Subsidiary Guarantor (so long as any Lien granted pursuant to the Collateral Documents is not, in the reasonable judgment of the Administrative Agent, adversely affected thereby)Permitted Acquisition; (e) additional Asset Dispositions consisting of equipment a sale of all or other substantially all of the issued and outstanding Capital Stock of a Subsidiary of SOURCECORP or all or substantially all of the assets of a Subsidiary of SOURCECORP; provided, that the aggregate fair market value of the Property sold or otherwise transferred in connection with such Asset Dispositions on or after the Closing Date does not exceed ten percent of the net book value of the tangible assets of SOURCECORP and its Subsidiaries as of the date of any such Asset Disposition; (other than any Project Site or improvements thereon, except as f) to the extent permitted by Section 7.03(c)9.9, Sale and Leaseback Transactions; (g) having a cumulative aggregate fair value not in excess of $15,000,000Permitted Dispositions; and (fh) in the event the Borrower does Asset Dispositions not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that otherwise permitted by this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes 9.9 in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any of the equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Lawaggregate amount not exceeding $10,000,000.

Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except for other than Dispositions of the following Dispositions (including any Right types described below made when no Default or Event of Others consisting of an option granted with respect to):Default exists or would result therefrom: (a) Dispositions of obsolete, obsolete or worn-outout Property, surplus tools or damaged equipment or other personal property no longer necessary to the used or useful in its business of Coast Casinos and or Real Property no longer used or useful in its Subsidiariesbusiness; (b) Dispositions of easements the Borrower's and its Subsidiaries' customer loans or minor strips and gores receivables (at a discount of property in connection with improvements to Real Property and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, not more than 8%) for risk management purposes; provided that the Administrative Agent consideration for all sales pursuant to this clause (b) shall concurrently receive be in cash and shall not exceed $15,000,000 per customer or $40,000,000, in the aggregate, in any endorsements to its policy Fiscal Year of title insurance as it may reasonably request in connection therewiththe Borrower; (c) Dispositions consisting of any sale or sale and leaseback of the Disposition Headquarters Property, provided that (i) a portion of Barbary Coast Property the proceeds of such sale is applied to prepay the Loans as set forth in Section 2.7 and (ii) the related sale transaction is on a non-recourse basis to the Borrower and its Subsidiaries (other than as permitted in Section 7.03(e))to conventional representations, with warranties and indemnities regarding the prior written consent condition thereof) and the residual liability of the Required LendersBorrower and its Subsidiaries is limited to rental obligations with respect to the Headquarters Property; (d) Mergers permitted under Section 7.05 and Dispositions by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor (so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may sell equipment and other assets, to the extent not otherwise permitted under any Lien granted other clause of this Section 6.2, at the fair market value thereof (as determined in good faith by management of the Borrower), provided that the aggregate consideration (valued as described above) for all sales pursuant to the Collateral Documents is not, this clause (d) shall not exceed $5,000,000 in the reasonable judgment any Fiscal Year of the Administrative Agent, adversely affected thereby)Borrower; (e) additional Dispositions the Borrower and its Subsidiaries may, in the ordinary course of equipment business, license, as licensor or other Property licensee, patents, trademarks, copyrights, mask works and know-how to third Persons and to one another; (other than any Project Site or improvements thereon, except as f) liquidations and dissolutions of Subsidiaries permitted by Section 7.03(c)) having a cumulative aggregate fair value not in excess of $15,000,0005.2; and (fg) in the event the Borrower does not receive South Coast Project Approval, the Disposition of the South Coast Property to an Excluded Subsidiary for the purpose of developing the South Coast Project. provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which is not curable by such Disposition, (ii) the Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance and (iii) the Net Cash Proceeds from such Disposition are paid to the Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Notes (first, to the Term Notes, then to the Revolving Notes and then to the Swing Line Note, and in the case of the Term Notes and Revolving Notes, first to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first, or to cash collateralize the Notes in an interest bearing account with the Administrative Agent), and to correspondingly reduce the Aggregate Commitments (effective in the case of any cash collateralization of Eurodollar Rate Loans upon the expiration of the related Interest Period) and provided further that nothing in this Section shall apply to restrict the Disposition of any other Property of Borrower or its Subsidiaries, provided that the equity securities proceeds of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law such sale is applied to prepay the extent such restriction is unlawful under that Gaming LawLoans as set forth in Section 2.7 and Section 3.1(d).