Common use of Gaming Approvals Clause in Contracts

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for herein or otherwise, unless the grant of the security interest or such other disposition as the case may be, has received in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authorities, or shall have been found to be individually qualified to be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securities. (b) The Senior Note Trustee agrees to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgor.

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company, Parent and Merger Sub agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, consents, variances, exemptions, orders, approvals and authorizations of all governmental entities which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "Gaming Approvals") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company, Parent and Merger Sub (i) will use commercially reasonable best efforts to, and to cause their respective officers, directors and affiliates to, file within 30 days after the date of this Agreement, and in all events will file within 60 days after the date of this Agreement, all required initial applications and documents in connection with obtaining the Gaming Approvals; (ii) will act reasonably and promptly thereafter in responding to additional requests in connection therewith; and (iii) will use commercially reasonable best efforts to secure all requisite Gaming Approvals. Parent and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appear in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found written materials submitted to, any governmental entity in connection with the Gaming Approvals. The Company and Parent agree to promptly advise each other upon receiving any communication from any governmental entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such governmental entity will not be individually qualified to obtained or that the receipt of any such approval will be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securitiesmaterially delayed. (b) The Senior Note Trustee agrees to comply with If any order or directive of applicable Gaming Authorities requiring such person or persons to submit becomes an application for any license, finding of suitability or other approval. Ineligible Person (cas defined below) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws Effective Time, then (i) each Ineligible Person will, and the regulations thereunder. Company will cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company or any subsidiary of the Company, and each Ineligible Person will have no further management role in the Company or any such subsidiary; (dii) Notwithstanding if required to do so by any provision contained governmental entity as a condition to licensure, each Ineligible Person will, and the Company will cause each Ineligible Person to, dispose of all of its securities or other ownership interests in this Pledge Agreement the Company; and (iii) each Ineligible Person will, and the Company will cause each Ineligible Person to, cooperate with the Company in their efforts to obtain and retain in full force and effect the contraryGaming Approvals. "Ineligible Person" means any officer, if the granting of a security director or other person who owns any capital stock or other interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to Company (i) release such capital stock who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any governmental entity before the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violation, or Effective Time; (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth whose continued involvement in the Pledge Agreement business of the Company as an employee, director, officer or otherwise, may, in Parent's reasonable opinion after consultation with respect counsel, have a material adverse effect on the likelihood that any governmental entity will issue a Gaming Approval to the Equity Interests of Company or the Surviving Corporation; or (iii) is expressly precluded from having any of continuing interest in the Pledged Subsidiaries subject to Company or affected by the Surviving Corporation in any Gaming Laws, Approval granted by a governmental entity as a condition to the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent issuance or continued validity of any Gaming Authority is required in connection with Approval by any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgorgovernmental entity.

Gaming Approvals. (ai) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time), including, without limitation, the filing by Parent of an application with the Barona Gaming Commission requesting licensure of Merger Sub, if required, (all of the foregoing, collectively “Gaming Approvals”), and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and shall cause their respective officers, directors and affiliates to use all commercially reasonable efforts to, obtain the Gaming Approvals, including, without limitation, (A) filing within thirty days after the date hereof, and in all events filing within forty five days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and acting reasonably and promptly thereafter in responding to additional requests in connection therewith and (B) in the case of Parent, ensuring that only Persons who are not Ineligible Persons (as defined below) are elected to serve as directors and officers of Merger Sub during the Pre-Closing Period. Parent and the Company shall have the right to review in advance, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, has received and any of their respective subsidiaries, directors, officers and shareholders, which appear in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. The Company and Parent agree promptly to advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be individually qualified to obtained or that the receipt of any such approval will be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securitiesmaterially delayed. (bii) The Senior Note Trustee agrees Nothing in this Agreement shall obligate Parent to comply with take any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any licenseaction which would require the voluntary surrender, finding of suitability forfeiture or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting termination by Parent of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict Approval then held by Parent or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Lawsits subsidiaries. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgor.

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities under all Gaming Laws which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "GAMING APPROVALS") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to file within 45 days after the date hereof, and in all events shall file within 75 days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Company shall have the right to review in advance, subject to the Confidentiality Agreement, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appears in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found to be individually qualified to be licensedwritten materials submitted to, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securities. (b) The Senior Note Trustee agrees to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required Governmental Entity in connection with the transactions contemplated by this Agreement. The Company and Parent agree to promptly advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed. Nothing in this Section 5.4(a) shall obligate Parent to take any action which would require the voluntary surrender, forfeiture or other termination by Parent of a Gaming Approval then held by Parent or any of the actions which may be taken by the Senior Note Trustee its subsidiaries if Parent determines in the exercise of its rights hereunder, then the Pledgor agrees good faith that it is inadvisable to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgordo so.

Gaming Approvals. (ai) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "Gaming Approvals") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to, file within thirty days after the date hereof, and in all events shall file within sixty days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and the Company shall have the right to review in advance, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appear in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. The Company and Parent agree to promptly advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be individually qualified to obtained or that the receipt of any such approval will be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securitiesmaterially delayed. (bii) The Senior Note Trustee agrees to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 Promptly following the execution of this Pledge Agreement Agreement, the Company shall not modify or restrict use its commercially reasonable efforts to cause the rights and remedies sale of the Senior Note Trustee under Riverboat Complex for cash in a stock or asset sale transaction (including a transaction where the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws riverboat is first contributed to GSMC and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming LawsGSMC is sold), the Senior Note Trustee agrees such disposition to (i) release such capital stock from include the pledge termination of, or the assignment and assumption by the purchaser of this Pledge Agreement the Riverboat Complex of, any leases (including, without limitation, leases relating to furniture, fixtures and equipment used thereon) or any guaranties thereof or other agreements relating to the Riverboat Complex or its operation, (ii) be effected for a price (including but not limited to provisions relating to the allocation of the purchase price among the assets sold) satisfactory to Parent and (iii) be made in a manner, to the extent necessary possible, that is, after consultation with Parent, tax efficient. Notwithstanding the foregoing, if the Company presents to avoid Parent a proposed sale of the Riverboat Complex, Parent shall, within five business days thereof, either (i) subject to Parent having obtained, or representing to the Company that it has been advised by the applicable Governmental Entity that it is likely to receive within thirty (30) days or less, all Gaming Approvals required to acquire the Riverboat Complex, give notice to the Company that it is withholding its approval of such conflict or violationsale and in such event the condition specified in Section 6.2(f) hereof and Parent's right to approve the price shall be deemed waived by Parent, or (ii) take give notice to the Company that it either approves of the proposed sale or approves of the proposed sale subject to the receipt of an opinion of an investment banking firm designated by Parent and approved by the Company, such approval not to be unreasonably withheld, that the consideration received for the Riverboat Complex is fair to the Company from a financial point of view, such opinion to be given without taking into consideration the existence of this Agreement or the proposed Merger (the "Fairness Opinion"). In the event that Parent approves of the sale subject to the receipt of a Fairness Opinion and such opinion cannot for any reason be obtained, then the Company shall not proceed with the sale and the condition specified in Section 6.2(f) hereof and Parent's right to approve the price shall remain effective. In all events, Parent shall have the right to review and approve the terms of the sale other actionthan the price received, including filing for applicable Approvals, sufficient such approval not to avoid such conflict or violationbe unreasonably withheld. The Senior Note Trustee Company shall, as part of its efforts to sell the Riverboat Complex, consult with Parent regarding its sales efforts and shall use commercially reasonable efforts to obtain the best terms for the sale of the Riverboat Complex. If requested by Parent, the Company shall use its commercially reasonable efforts to assist Parent in obtaining all Gaming Approvals necessary to permit Parent to acquire the Riverboat Complex as part of the Merger (it being understood that any conditions that may be imposed by regulatory authorities must be acceptable to Parent). (iii) The Company shall use its commercially reasonable efforts to sell or terminate (by means of withdrawal or otherwise) all of the Company's direct or indirect interests under that certain Amended and Restated Joint Venture Agreement of QNOV, dated July 31, 1998, by and among Shreveport Paddlewheels, LLC ("SPL"), Sodak LA and HWCC-Louisiana, Inc. ("Hollywood"); that certain Amended and Restated Assignment of Joint Venture Interest, dated September 22, 1998, by and among Sodak LA and Hollywood, as Assignees and SPL and New Orleans Paddlewheels Inc. ("NOP"), as assignors; that certain Amended and Restated Master Agreement, dated July 31, 1998, by and among NOP, SPL, Hollywood and Sodak LA; that certain Consulting Agreement, dated July 31, 1998, by and between the Queen of New Orleans at the Hilton Joint Venture ("QNOV") and the Company; that certain Loan and Settlement Agreement, dated January 16, 1998, by and among NOP, SPL, Hollywood, Sodak LA and Hilton New Orleans Corporation ("HNOC"); that certain Indemnity Agreement, dated January 16, 1998 by and among NOP, HNOC, Sodak LA, SPL and Hollywood; that certain Loan and Settlement Agreement, dated January 16, 1998, by and among NOP, Hollywood, Sodak LA, SPL and HNOC; that certain Compromise Agreement, dated January 16, 1998, by and among HNOC, NOP, QNOV and the City of New Orleans; that certain Side Agreement, dated January 16, 1998, by and among QNOV, Hollywood and Sodak LA; that certain Indemnity Agreement - Physical Inspections, by and among NOP, SPL, Sodak LA, Hollywood and Red River Entertainment of Shreveport Partnership in Commendam; those certain Loan Agreement, Security Agreement, Guaranty Agreement and Marine Services Agreement contemplated to be entered into by and among SPL, Hollywood and Sodak LA (collectively, the "Louisiana Joint Venture Agreements") (either directly and/or through the sale of all of the Company's interests in Sodak LA) pursuant to documentation in form and substance (other than as to price) reasonably satisfactory to Parent; provided that the minimum price shall be an amount equal to all loans, advances and additional capital contributions to, or investments in, Sodak LA, the Joint Venture or any Joint Venture partner made with the consent of Parent after the date hereof (it being understood that $2.5 million has been contributed by the Company as of the date hereof). The Company shall not provide any consideration in connection with such sale or termination other than a forfeiture of the $2.5 million capital contribution made by the Company as of the date hereof. Upon the consummation of such sale, neither the Company nor any of its subsidiaries shall have any further acknowledges and agrees thatliabilities or obligations of any nature whatsoever relating to the Louisiana Joint Venture Agreements or the sale or termination thereof. The Company shall, prior as part of its efforts to exercising any remedies set forth sell its interests in the Pledge Louisiana Joint Venture Agreements, consult with the Parent regarding its sales efforts and shall use commercially reasonable efforts to obtain the best terms for the sale of its interests in the Louisiana Joint Venture Agreements. Parent shall have the right, at any time during the period commencing on the date 90 days after the date of this Agreement and ending on the date 180 days after the date of this Agreement, if the Company has not prior thereto entered into a definitive agreement with a third party purchaser to sell its interests in the Louisiana Joint Venture Agreements in accordance with the preceding paragraph, to require Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx, or an entity wholly-owned by them, to purchase all of the Company's interests under the Louisiana Joint Venture Agreements (either directly and/or through the purchase of all the Company's interests in Sodak LA) and as consideration therefor Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx shall assume all of the Company's obligations under the Louisiana Joint Venture Agreements and, in addition, pay to Parent the consideration specified in that certain letter to Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx dated as of the date hereof; provided that such consideration shall be increased by an amount equal to all loans, advances and additional capital contributions to, or investments in, Sodak LA, the Joint Venture or any Joint Venture partner made with the consent of Parent after the date hereof (it being understood that $2.5 million has been contributed by the Company as of the date hereof). Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx agree to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to use best efforts to obtain as promptly as practicable all Gaming Approvals necessary for Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx to effect such transaction. The documentation to effect such transaction shall be prepared by Parent, shall not contain any representations or warranties by the Company other than with respect to the Equity Interests Company's ownership of the interests being purchased and shall not provide for any continuing obligations on the part of the Company or any of its subsidiaries in connection with such purchase or with respect to the Pledged Subsidiaries subject to or affected by any Gaming LawsLouisiana Joint Venture Agreements. Upon the request of Parent, the Senior Note Trustee Company shall obtain promptly undertake any and all Approvals as may be actions required by applicable Gaming Lawsunder the Louisiana Joint Venture Agreements in connection with such sale. (eiv) If Nothing in this Agreement, including but not limited to the consent provisions of Section 5.4(a)(ii) hereof, shall obligate Parent to take any Gaming Authority is required action which may require or result in connection with the voluntary surrender, forfeiture or other termination by Parent of, or otherwise have any material adverse impact on, any permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities which are then held by Parent or any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgorsubsidiaries.

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for herein or otherwise, unless the grant of the security interest or such other disposition as the case may be, has received in advance any necessary approvals (the "Approvals") Approvals by the gaming authorities Gaming Authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities")Securities, and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authorities, or shall have been found to be individually qualified to be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securities. (b) The Senior Note Trustee agrees or any other Person who becomes the owner of any Pledged Securities each severally agree to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee or any other Person under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided thatprovided, the Senior Note Trustee acknowledgesand other Persons acknowledge, understands understand and agrees agree that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with the respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests capital stock of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgor.

Gaming Approvals. (a) Unless approved in advance by the Nevada Gaming Commission (the "NGC"), the Pledged Securities issued by ITT Corporation, a Nevada corporation ("ITT"), and ITT Sheraton Corporation, a Nevada Corporation ("ITTSC"), shall not be subject to the pledge under this Pledge Agreement, and the grant of any security interest shall not be effective for any purpose as to any Pledged Securities issued by ITT or ITTSC, nor shall any interest in any Pledged Securities issued by ITT or ITTSC be transferred in any manner whatsoever to the Pledgee or any other Person. (b) No Pledged Securities issued by ITT or ITTSC shall be otherwise sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for herein therein or otherwise, unless the grant of the security interest or such other disposition as the case may be, has received been approved in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities")NGC, and unless the transferee of such the Pledged Securities issued by ITT and ITTSC disposed of shall have first obtained any and all licenses, findings of suitability or Approvals approvals required by such the Nevada Gaming AuthoritiesControl Act and the regulations thereunder, or shall have been found to be individually qualified to be licensed, as appropriate. Without limiting the generality of the foregoing, approval of the Approval Pledge Agreement by such Gaming Authorities the NGC shall not constitute permission to foreclose on the same or make any other disposition of the Pledged SecuritiesSecurities issued by ITT or ITTSC without a further order of the NGC. (bc) Unless the Pledgee or any other Person required to do so, has obtained any and all licenses, findings of suitability or approvals required by the Nevada Gaming Control Act and the regulations thereunder, such Pledgee or other Person shall not receive any dividend, payment or other distribution from or exercise any right in respect to, any Pledged Securities issued by ITT or ITTSC. (d) Unless approved in advance by the NGC, no restriction on the transfer of any Pledged Securities issued by ITT or ITTSC, or any covenant or agreement not to encumber any Pledged Securities issued by ITT or ITTSC, shall be effective for any purpose whatsoever. (e) If at any time after the Pledgee or any other Person becomes the owner of any Pledged Securities issued by ITT or ITTSC, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for therein or otherwise, the NGC finds that such Pledgee or other Person is unsuitable to continue as a gaming licensee or otherwise to be associated with a gaming licensee in the state of Nevada (hereinafter referred to as an "Unsuitable Person"), such Unsuitable Person shall immediately offer any and all Pledged Securities of ITT and ITTSC owned by such Unsuitable Person to ITT or ITTSC, respectively, for purchase and shall allow ITT and ITTSC, respectively, to purchase such Pledged Securities for cash at fair market value thereof, as determined by the NGC, within ten (10) days after the date of the offer or upon such other terms and conditions for such acquisition of such Pledged Securities as may be prescribed by the NGC. (f) The Senior Note Trustee agrees Pledgee and any such other Person hereby acknowledge, understand and agree and each other person that concurrently with the execution and delivery of the Pledge 24 Agreement or at any time thereafter, acquires any right, title or interest in any Pledged Securities of ITT or ITTSC, pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for therein by virtue of such acquisition of the Pledged Securities, shall be deemed to have acknowledged. understood and agreed that: (i) Beginning upon the date on which the NGC serves upon ITT or ITTSC, respectively, notice of the determination of unsuitability pursuant to Section 2 of Nevada Revised Statutes ("NRS") 463.510, it will be unlawful for the Unsuitable Person owning any Pledged Securities issued by ITT or ITTSC: (A) To receive any dividend or interest upon any such securities; (B) To exercise, directly or through any Pledgee or nominee, any voting right conferred by such security; (C) To receive any remuneration in any form from ITT or ITTSC, for services rendered or otherwise; or, (D) To receive any other payment or distribution, of any kind whatsoever, in respect of any such security, by way of or pursuant to payment of principal, redemption, conversion, exchange or liquidation or any other transaction. (ii) Each certificate evidencing one or more of the Pledged Securities issued by ITT or ITTSC shall bear a statement on both sides of the certificate of the restrictions described in subsection (f) (i) above, to the extent required by Nevada law or any order of the NGC. (iii) The physical location of each certificate evidencing one or more of the Pledged Securities issued by ITT or ITTSC shall at all times remain within the territory of the state of Nevada, and each of such certificates shall be made available for inspection by agents of the NGC or the Nevada State Gaming Control Board ("SGCB"), immediately upon request during normal business hours. Except as permitted by the NGC for the purpose of perfecting the Pledge Agreement, the holder of any such certificate shall not surrender or transfer possession of the same without the prior approval of the NGC. The person located within the territory of the state of Nevada designated to hold the Pledged Securities on behalf of the Pledgee for the purpose of perfecting the Pledge Agreement is FIRST SECURITY TRUST COMPANY OF NEVADA. (g) No covenant or provision in the Pledge Agreement shall preclude ITT or ITTSC from satisfying any financial obligation or requirement imposed by the Nevada Gaming Control Act or regulations thereunder, including but not limited to minimum casino bankroll requirements, mandatory game security reserves, redemption of casino chips and tokens, or payment of winning wagexx xx gaming patrons. (h) The Pledgee and any other Person who becomes the owner of any Pledged 25 Securities issued by ITT or ITTSC, each severally agree to cooperate with the NGC and the SGCB in connection with the administration of their regulatory jurisdiction over ITT, ITTSC and their affiliated companies, including the provision of such documents or other information as may be reasonably requested by the NGC or SGCB relating to ITT, ITTSC or any of their affiliated companies or to the Pledge Agreement. (i) The Pledgee or any other Person who becomes the owner of any Pledged Securities issued by ITT or ITTSC, each severally agree to comply with any order or directive of applicable Gaming Authorities the NGC or SGCB requiring such person or persons to submit an application for any license, finding of suitability or other approvalapproval pursuant to the Nevada Gaming Control Act and the regulations thereunder. (cj) The provisions of this Section 2 22 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee Pledgee or any other Person under the Pledge Agreement in any other pledged collateral except for the Pledged Collateral except as provided in Section 2(a) Securities of ITT or (b)ITTSC; provided thatprovided, the Senior Note Trustee acknowledgesPledgee and other Persons acknowledge, understands understand and agrees agree that certain the Nevada Gaming Laws Control Act and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with the respect to the Pledged Securities and other pledged collateral subject to such the Nevada Gaming Laws Control Act and the regulations thereunder. (dk) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with or violate any Gaming Laws, the Senior Note Trustee Pledgee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violationviolation or, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee Pledgee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests Pledged Securities of any of the Pledged Subsidiaries ITT or ITTSC subject to or affected by any Gaming Laws, the Senior Note Trustee Pledgee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgor.

Gaming Approvals. (ai) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "Gaming Approvals") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to, file within thirty days after the date hereof, and in all events shall file within sixty days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and the Company shall have the right to review in advance, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appear in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. The Company and Parent agree to promptly advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be individually qualified to obtained or that the receipt of any such approval will be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securitiesmaterially delayed. (bii) The Senior Note Trustee agrees to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 Promptly following the execution of this Pledge Agreement Agreement, the Company shall not modify or restrict use its commercially reasonable efforts to cause the rights and remedies sale of the Senior Note Trustee under Riverboat Complex for cash in a stock or asset sale transaction (including a transaction where the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws riverboat is first contributed to GSMC and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming LawsGSMC is sold), the Senior Note Trustee agrees such disposition to (i) release such capital stock from include the pledge termination of, or the assignment and assumption by the purchaser of this Pledge Agreement the Riverboat Complex of, any leases (including, without limitation, leases relating to furniture, fixtures and equipment used thereon) or any guaranties thereof or other agreements relating to the Riverboat Complex or its operation, (ii) be effected for a price (including but not limited to provisions relating to the allocation of the purchase price among the assets sold) satisfactory to Parent and (iii) be made in a manner, to the extent necessary possible, that is, after consultation with Parent, tax efficient. Notwithstanding the foregoing, if the Company presents to avoid Parent a proposed sale of the Riverboat Complex, Parent shall, within five business days thereof, either (i) subject to Parent having obtained, or representing to the Company that it has been advised by the applicable Governmental Entity that it is likely to receive within thirty (30) days or less, all Gaming Approvals required to acquire the Riverboat Complex, give notice to the Company that it is withholding its approval of such conflict or violationsale and in such event the condition specified in Section 6.2(f) hereof and Parent's right to approve the price shall be deemed waived by Parent, or (ii) take give notice to the Company that it either approves of the proposed sale or approves of the proposed sale subject to the receipt of an opinion of an investment banking firm designated by Parent and approved by the Company, such approval not to be unreasonably withheld, that the consideration received for the Riverboat Complex is fair to the Company from a financial point of view, such opinion to be given without taking into consideration the existence of this Agreement or the proposed Merger (the "Fairness Opinion"). In the event that Parent approves of the sale subject to the receipt of a Fairness Opinion and such opinion cannot for any reason be obtained, then the Company shall not proceed with the sale and the condition specified in Section 6.2(f) hereof and Parent's right to approve the price shall remain effective. In all events, Parent shall have the right to review and approve the terms of the sale other actionthan the price received, including filing for applicable Approvals, sufficient such approval not to avoid such conflict or violationbe unreasonably withheld. The Senior Note Trustee Company shall, as part of its efforts to sell the Riverboat Complex, consult with Parent regarding its sales efforts and shall use commercially reasonable efforts to obtain the best terms for the sale of the Riverboat Complex . If requested by Parent, the Company shall use its commercially reasonable efforts to assist Parent in obtaining all Gaming Approvals necessary to permit Parent to acquire the Riverboat Complex as part of the Merger (it being understood that any conditions that may be imposed by regulatory authorities must be acceptable to Parent). (iii) The Company shall use its commercially reasonable efforts to sell or terminate (by means of withdrawal or otherwise) all of the Company's direct or indirect interests under that certain Amended and Restated Joint Venture Agreement of QNOV, dated July 31, 1998, by and among Shreveport Paddlewheels, LLC ("SPL"), Sodak LA and HWCC-Louisiana, Inc. ("Hollywood"); that certain Amended and Restated Assignment of Joint Venture Interest, dated September 22, 1998, by and among Sodak LA and Hollywood, as Assignees and SPL and New Orleans Paddlewheels Inc. ("NOP"), as assignors; that certain Amended and Restated Master Agreement, dated July 31, 1998, by and among NOP, SPL, Hollywood and Sodak LA; that certain Consulting Agreement, dated July 31, 1998, by and between the Queen of New Orleans at the Hilton Joint Venture ("QNOV") and the Company; that certain Loan and Settlement Agreement, dated January 16, 1998, by and among NOP, SPL, Hollywood, Sodak LA and Hilton New Orleans Corporation ("HNOC"); that certain Indemnity Agreement, dated January 16, 1998 by and among NOP, HNOC, Sodak LA, SPL and Hollywood; that certain Loan and Settlement Agreement, dated January 16, 1998, by and among NOP, Hollywood, Sodak LA, SPL and HNOC; that certain Compromise Agreement, dated January 16, 1998, by and among HNOC, NOP, QNOV and the City of New Orleans; that certain Side Agreement, dated January 16, 1998, by and among QNOV, Hollywood and Sodak LA; that certain Indemnity Agreement - Physical Inspections, by and among NOP, SPL, Sodak LA, Hollywood and Red River Entertainment of Shreveport Partnership in Commendam; those certain Loan Agreement, Security Agreement, Guaranty Agreement and Marine Services Agreement contemplated to be entered into by and among SPL, Hollywood and Sodak LA (collectively, the "Louisiana Joint Venture Agreements") (either directly and/or through the sale of all of the Company's interests in Sodak LA) pursuant to documentation in form and substance (other than as to price) reasonably satisfactory to Parent; provided that the minimum price shall be an amount equal to all loans, advances and additional capital contributions to, or investments in, Sodak LA, the Joint Venture or any Joint Venture partner made with the consent of Parent after the date hereof (it being understood that $2.5 million has been contributed by the Company as of the date hereof). The Company shall not provide any consideration in connection with such sale or termination other than a forfeiture of the $2.5 million capital contribution made by the Company as of the date hereof. Upon the consummation of such sale, neither the Company nor any of its subsidiaries shall have any further acknowledges and agrees thatliabilities or obligations of any nature whatsoever relating to the Louisiana Joint Venture Agreements or the sale or termination thereof. The Company shall, prior as part of its efforts to exercising any remedies set forth sell its interests in the Pledge Louisiana Joint Venture Agreements, consult with the Parent regarding its sales efforts and shall use commercially reasonable efforts to obtain the best terms for the sale of its interests in the Louisiana Joint Venture Agreements. Parent shall have the right, at any time during the period commencing on the date 90 days after the date of this Agreement and ending on the date 180 days after the date of this Agreement, if the Company has not prior thereto entered into a definitive agreement with a third party purchaser to sell its interests in the Louisiana Joint Venture Agreements in accordance with the preceding paragraph, to require Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx, or an entity wholly owned by them, to purchase all of the Company's interests under the Louisiana Joint Venture Agreements (either directly and/or through the purchase of all the Company's interests in Sodak LA) and as consideration therefor Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx shall assume all of the Company's obligations under the Louisiana Joint Venture Agreements and, in addition, pay to Parent the consideration specified in that certain letter to Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx dated as of the date hereof; provided that such consideration shall be increased by an amount equal to all loans, advances and additional capital contributions to, or investments in, Sodak LA, the Joint Venture or any Joint Venture partner made with the consent of Parent after the date hereof (it being understood that $2.5 million has been contributed by the Company as of the date hereof). Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx agree to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to use best efforts to obtain as promptly as practicable all Gaming Approvals necessary for Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx to effect such transaction. The documentation to effect such transaction shall be prepared by Parent, shall not contain any representations or warranties by the Company other than with respect to the Equity Interests Company's ownership of the interests being purchased and shall not provide for any continuing obligations on the part of the Company or any of its subsidiaries in connection with such purchase or with respect to the Pledged Subsidiaries subject to or affected by any Gaming LawsLouisiana Joint Venture Agreements. Upon the request of Parent, the Senior Note Trustee Company shall obtain promptly undertake any and all Approvals as may be actions required by applicable Gaming Lawsunder the Louisiana Joint Venture Agreements in connection with such sale. (eiv) If Nothing in this Agreement, including but not limited to the consent provisions of Section 5.4(a)(ii) hereof, shall obligate Parent to take any Gaming Authority is required action which may require or result in connection with the voluntary surrender, forfeiture or other termination by Parent of, or otherwise have any material adverse impact on, any permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities which are then held by Parent or any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgorsubsidiaries.

Gaming Approvals. (a) No Pledged Securities On or before the Effective Date, Tenant shall be soldsubmit any applications, assignedfilings and other submissions required by any national, transferredstate, pledged local and other governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or otherwise disposed ofinvolved in the regulation of gaming or gaming activities in any applicable jurisdiction and, whether pursuant to within the Pledge Agreement or State of Nevada, specifically, the exercise of any rightNevada Gaming Commission, power or remedy provided for herein or otherwisethe Nevada State Gaming Control Board, unless and the grant of the security interest or such other disposition as the case may beXxxxx County Liquor and Gaming Licensing Board (collectively, has received in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "“Gaming Authorities")”) to obtain all approvals, and unless the transferee of such Pledged Securities shall have first obtained any and all consents, licenses, permits, authorizations, registrations, declarations, concessions, orders, filings, notices, findings of suitability or Approvals suitability, franchises, entitlements, waivers and exemptions that are necessary to conduct the Gaming Operations (as defined below) and purchase the Gaming Assets (collectively, the “Gaming Approvals”). Tenant shall respond to any requests from the Gaming Authorities and promptly file any additional information required in connection with such filings as soon as practicable after receipt of requests therefor. Tenant shall timely pay all application fees and investigative fees and costs required by the Gaming Authorities with respect to Tenant’s licensing (which fees and costs shall be Casino Expenses). Tenant shall keep Landlord promptly and regularly apprised of the status of any communications (including, without limitation, providing copies to Landlord of same) with, and any inquiries or requests for additional information from, the Gaming Authorities and shall comply promptly with any such Gaming Authoritiesinquiry or request. Notwithstanding anything herein to the contrary, in the event Landlord determines, in its reasonable discretion and on the advice of Landlord’s gaming counsel, that (x) Tenant is not complying with its obligations under this Section 1.1, or shall have been found (y) Tenant is not likely to be individually qualified obtain the Gaming Approvals (other than as a result of Landlord’s failure to be licensedcomply with its obligations under this Lease), as appropriate. Without limiting the generality of the foregoing, the Approval by then Landlord may terminate this Lease if Tenant fails to cure such Gaming Authorities shall not constitute permission noncompliance to foreclose on the same or make any other disposition of the Pledged SecuritiesLandlord’s reasonable satisfaction within ten (10) days from Landlord’s written notice to Tenant thereof. (b) The Senior Note Trustee agrees Prior to comply with the Commencement Date, Landlord and Morgans shall submit any order or directive of applicable applications, filings and other submissions required by the Gaming Authorities requiring such person or persons to submit an application for any licenseobtain all approvals, finding consents, licenses, permits, authorizations, registrations, declarations, concessions, orders, filings, notices, findings of suitability or other approval. suitability, franchises, entitlements, waivers, exemptions, variances and certificates of occupancy that are necessary to conduct the non-gaming operations (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided thatincluding, without limitation, the Senior Note Trustee acknowledgesliquor operations at the Hotel Casino), understands close the Merger Transaction, and agrees that certain sell the Gaming Laws Assets (the “Landlord Approvals”). Landlord and Morgans shall respond to any requests from the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise Gaming Authorities and promptly file any additional information required in connection with such requests as soon as practicable after receipt of such rights requests. Landlord and remedies under Morgans shall timely pay all application fees and investigative fees and costs required by the Pledge Agreement Gaming Authorities with respect to Landlord’s and Morgans’ licensing (which fees and costs shall be Landlord Expenses). Landlord and Morgans shall keep Tenant promptly and regularly apprised of the Pledged Securities status of any communications (including, without limitation, providing copies to Tenant of same) with, and other pledged collateral subject to any inquiries or requests for additional information from, the Gaming Authorities and shall comply promptly with any such Gaming Laws and the regulations thereunder. (d) inquiry or request. Notwithstanding any provision contained in this Pledge Agreement anything herein to the contrary, if the granting of a security interest in the capital stock event Tenant determines, in its reasonable discretion and on the advice of any Subsidiary shall conflict Tenant’s gaming counsel, that Landlord or Morgans are not complying with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of their obligations under this Pledge Agreement to the extent necessary to avoid such conflict or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunderSection 1.1, then the Pledgor agrees Tenant may terminate this Lease if Landlord and Morgans fail to use its cure such noncompliance to Tenant’s reasonable efforts satisfaction within ten (10) days from Tenant’s written notice to secure such consent Landlord and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of PledgorMorgans thereof.

Gaming Approvals. (ai) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities under Gaming Laws which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "GAMING APPROVALS") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to, file within thirty days after the date hereof, and in all events shall file within sixty days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and the Company shall have the right to review in advance, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appear in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found written materials submitted to, any Governmental Entity in connection with Gaming Approvals. The Company and Parent agree promptly to advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be individually qualified to obtained or that the receipt of any such approval will be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securitiesmaterially delayed. (bii) The Senior Note Trustee agrees Nothing in this Agreement shall obligate Parent to comply with take any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any licenseaction which would require the voluntary surrender, finding of suitability forfeiture or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting termination by Parent of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict Approval then held by Parent or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Lawsits subsidiaries. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee in the exercise of its rights hereunder, then the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgor.

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant Upon the terms and subject to the Pledge Agreement or the exercise of any rightconditions set forth in this Agreement, power or remedy provided for herein or otherwise, unless the grant each of the security interest Company and Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and authorizations of all Governmental Entities under all Gaming Laws which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "Gaming Approvals") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company and Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to file within 45 days after the date hereof, and in all events shall file within 75 days after the date hereof, all required initial applications and documents in connection with obtaining the Gaming Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Company shall have the right to review in advance, subject to the Confidentiality Agreement, and to the extent practicable, each will consult with the other disposition on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, has received and any of their respective subsidiaries, directors, officers and stockholders, which appears in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authoritiesfiling made with, or shall have been found to be individually qualified to be licensedwritten materials submitted to, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securities. (b) The Senior Note Trustee agrees to comply with any order or directive of applicable Gaming Authorities requiring such person or persons to submit an application for any license, finding of suitability or other approval. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. (d) Notwithstanding any provision contained in this Pledge Agreement to the contrary, if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violation, or (ii) take any other action, including filing for applicable Approvals, sufficient to avoid such conflict or violation. The Senior Note Trustee further acknowledges and agrees that, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests of any of the Pledged Subsidiaries subject to or affected by any Gaming Laws, the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required Governmental Entity in connection with the transactions contemplated by this Agreement. The Company and Parent agree to promptly advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed. Nothing in this Section 5.4(a) shall obligate Parent to take any action which would require the voluntary surrender, forfeiture or other termination by Parent of a Gaming Approval then held by Parent or any of the actions which may be taken by the Senior Note Trustee its subsidiaries if Parent determines in the exercise of its rights hereunder, then the Pledgor agrees good faith that it is inadvisable to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of Pledgordo so.

Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for herein or otherwise, unless the grant As of the security interest Agreement Date, Seller, the Applicable Subsidiary and its Affiliates and its and their respective directors, managers, officers, key employees and Persons performing management functions similar to directors, managers, officers or such other disposition as key employees who have been required to be licensed and found suitable under applicable Gaming Laws (collectively, the case may be, has received in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"“Seller Related Parties”), and unless the transferee of such Pledged Securities shall have first obtained any and hold all material licenses, permits, findings of suitability or Approvals required by such and other authorizations necessary to comply with all applicable Gaming Authorities, or shall have been found Laws with respect to be individually qualified to be licensed, as appropriate. Without limiting the generality operation of the foregoing, Casino and the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition ownership and operation of the Pledged SecuritiesTransferred Interests (the “Seller Related Party Permits”) and are in material compliance with the terms of the Seller Related Party Permits. (b) The Senior Note Trustee agrees As of the Agreement Date and for the past three (3) years, (i) neither Seller, nor, to comply with Seller’s Knowledge, any other Seller Related Party, has received any written claim, demand, notice, complaint, court order or directive administrative order from any Gaming Authority relating to any violation or possible violation of applicable any Gaming Authorities requiring such person Laws that did or persons would be reasonably likely to submit an application for result in a negative outcome to any license, finding of suitability proceedings currently pending, or under the suitability, licensing, permits, orders, authorizations or proceedings necessary for the consummation of the Transactions, except where such negative outcome would not reasonably be expected to prevent or materially delay the ability of Seller to consummate the Transactions; (ii) neither Seller nor, to Seller’s Knowledge, any other approvalSeller Related Party has received notice of any proceeding or review by any Government Authority under any Gaming Law with respect to Seller or, to Seller’s Knowledge, any other Seller Related Party that would reasonably be expected to result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability, licensing, permits, orders, authorizations or proceedings necessary for the consummation of the Transactions, except where such negative outcome would not reasonably be expected to prevent or materially delay the ability of Seller to consummate the Transactions or materially adversely impact the value of the Transferred Interests; (iii) to Seller’s Knowledge, with respect to the Seller Related Parties only, there are no facts, which if known to the Gaming Authorities, would reasonably be expected to (A) result in the denial, revocation, limitation or suspension of any license currently held under the Gaming Laws, or (B) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability, licensing, permits, orders, authorizations or proceedings necessary for the consummation of the Transactions, except, in the case of clauses (A) and (B), where such denial, revocation, limitation or suspension or negative outcome would not reasonably be expected to prevent or materially delay the ability of Seller to consummate the Transactions and (iv) no Seller Related Party has suffered a suspension or revocation of any license held under the Gaming Laws necessary to conduct the business and operations of the Transferred Real Property, and the operations thereon. (c) The provisions of Section 2 of this Pledge Agreement shall not modify or restrict the rights and remedies of the Senior Note Trustee under the Pledge Agreement in any other Pledged Collateral except as provided in Section 2(a) or (b); provided that, the Senior Note Trustee acknowledges, understands and agrees that certain Gaming Laws and the regulations thereunder may impose certain licensing or transaction approval requirements prior to the exercise of such rights and remedies under the Pledge Agreement Other than with respect to the Pledged Securities and other pledged collateral subject to such Gaming Laws and the regulations thereunder. Environmental Permits (d) Notwithstanding any provision contained which are covered exclusively in this Pledge Agreement to the contrarySection 3.11), if the granting of a security interest in the capital stock of any Subsidiary shall conflict with any Gaming Laws, the Senior Note Trustee agrees to (i) release such capital stock from the pledge of this Pledge Agreement to the extent necessary to avoid such conflict or violationSeller, or its applicable Affiliate, holds all material permits, registrations, findings of suitability, licenses, variances, and approvals of all Governmental Authorities (including all Gaming Approvals under clause (ii) take any other actionof the definition thereof), including filing for applicable Approvalsnecessary to conduct the business and operations conducted at the Transferred Real Property, sufficient to avoid such conflict each of which is in full force and effect in all material respects (the “Company Permits”). To the Knowledge of Seller, no event has occurred that permits, or violation. The Senior Note Trustee further acknowledges and agrees thatupon the giving of notice or passage of time or both, prior to exercising any remedies set forth in the Pledge Agreement with respect to the Equity Interests would permit, revocation, non-renewal, modification, suspension, limitation or termination of any of the Pledged Subsidiaries subject Company Permits that currently are in effect, the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to be material to EBH. The Seller and, to the Knowledge of Seller, the Seller Related Parties are in compliance with the terms of the Company Permits, except for such failures to comply that would not, individually or affected in the aggregate, be reasonably likely to be material to EBH. The business conducted by Seller and the Seller Related Parties is not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), the Senior Note Trustee shall obtain any and all Approvals as may be required by applicable Gaming Laws. (e) If the consent of any Gaming Authority is required in connection with any of the actions which may be taken by the Senior Note Trustee except for possible violations that, individually or in the exercise of its rights hereunderaggregate, then are not and would not be reasonably likely to be material to EBH or the Pledgor agrees to use its reasonable efforts to secure such consent and to cooperate with the Senior Note Trustee in obtaining any such consent. Upon the occurrence and during the continuation of any Event of Default, Pledgor shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Senior Note Trustee may be required to file in order to obtain any necessary Gaming Authority approvals, and if Pledgor fails or refuses to execute such documents, the clerk of the court with jurisdiction may execute such documents on behalf of PledgorTransferred Real Property.