Common use of Gaming Licenses and Effect of Adverse Finding Clause in Contracts

Gaming Licenses and Effect of Adverse Finding. MRD acknowledges that the primary business of LGR and certain of its Affiliates is the operation and management of gaming facilities; and that LGR and those of its Affiliates must obtain and maintain in effect various approvals, findings of suitability, licenses, permits and registrations (collectively "Gaming Licenses") from various gaming authorities. Likewise, Lakes Cloverdale recognizes that MRD and certain of its Affiliates may be subject to similar regulations. The remaining provisions of this Section 5.5, as they apply to MRD, its owners and each of their Affiliates other than LGR and its Affiliates (a "Non-Lakes Party"), shall also apply in the same manner to any other Member that is a successor to MRD and is a Non-Lakes Party. The remaining provisions of this Section 5.5, as they apply to LGR, its managers and governors and each of their Affiliates, other than MRD or any of its Affiliates (a "Non-MRD Party"), shall also apply in the same manner to any other Member that is a successor to Lakes Cloverdale and is a Non-MRD Party. If (a) any Non-Lakes Party or any of its Affiliates, or any other individual or entity that directly or indirectly owns or has any interest in a Non-Lakes Party or is otherwise affiliated with a Non-Lakes Party, is found by any gaming authority with competent jurisdiction to be unsuitable or unqualified to be associated with LGR or any Affiliate of LGR; or (b) LGR determines in good faith that the continued association of LGR with the Non-Lakes Party may reasonably be expected to result in (i) the disapproval, adverse modification or non-renewal of any contract or agreement under which LGR or any Affiliate of LGR has sole or shared authority to manage any gaming facility; or (ii) the loss or non-reinstatement of any Gaming License, then LGR shall give the Non- Lakes Party written notice of such finding or determination. Such notice shall describe the situation or relationship that is the basis for such finding or determination. Such Non-Lakes Party shall, promptly after its receipt of the written notice from LGR specifying such finding or determination, take all actions required to terminate or discontinue or otherwise cure, to the satisfaction of LGR and any gaming authority having jurisdiction over LGR or any Affiliate of LGR, the situation or relationship described in the notice given by LGR. If, within thirty (30) days after such Non-Lakes Party's receipt of the notice given by LGR (or such shorter period of time as may be required or requested by any gaming authority), such Non-Lakes Party fails or is unable to take such actions to the satisfaction of LGR and any gaming authority having jurisdiction, such Non-Lakes Party may at any time within such period give LGR written notice of such failure or inability or, if such Non-Lakes Party has not already given such notice, LGR may at the end of such period give a notice of such failure or inability to such Non-Lakes Party and the Company. In the event any notice of such failure or inability is given (whether or not on a timely basis), the Company shall then have the right and option to purchase such Non-Lakes Party's entire Interest in the Company at a redemption price determined under Section 13.8, based the fair market value of such Interest or, if applicable, the lower price applicable upon an Event of Default; and, if the Company does not exercise such option, Lakes Cloverdale shall have the right and option to purchase such Interest at the same price available to the Company. All of the foregoing provisions of this Section 5.5 regarding any Non-Lakes Party shall also apply to any Non-MRD Party; and MRD shall have the same rights as LGR and/or Lakes Cloverdale with respect to determinations relating to, and actions resulting from, conduct and activities of a Non-MRD Party.

Gaming Licenses and Effect of Adverse Finding. MRD Each Member acknowledges that the primary business of LGR Lakes Gaming, Inc., the parent corporation of Lakes, and certain of its Lakes Gaming, Inc.'s other subsidiaries and Affiliates is the operation and management of gaming facilities; and that LGR Lakes Gaming, Inc. and those of its subsidiaries and Affiliates must obtain and maintain in effect various approvals, findings of suitability, licenses, permits and registrations (collectively "Gaming Licenses") from various gaming authorities. Likewise, Lakes Cloverdale recognizes that MRD and certain of its Affiliates may be subject to similar regulations. The remaining provisions of this Section 5.5, as they apply to MRD, its owners and each of their Affiliates Member other than LGR and its Lakes or any of Lakes Gaming, Inc.'s Affiliates (a "Non-Lakes PartyMember"), shall also apply in the same manner to any other additional or substituted Member that is a successor to MRD and is becomes a Non-Lakes Party. The remaining provisions of this Section 5.5, as they apply to LGR, its managers and governors and each of their Affiliates, other than MRD or any of its Affiliates (a "Non-MRD Party"), shall also apply in the same manner to any other Member that is a successor to Lakes Cloverdale and is a Non-MRD PartyMember. If (a) any Non-Lakes Party Member or any of its Affiliates, or any other individual or entity that Person who directly or indirectly owns or has any interest in a Non-Lakes Party Member or is otherwise affiliated with a Non-Lakes PartyMember, is found unsuitable or unqualified by any gaming authority with competent jurisdiction to be unsuitable or unqualified to be associated with LGR Lakes or Lakes Gaming, Inc. or any subsidiary or other Affiliate of LGRLakes Gaming, Inc.; or (b) LGR the Board of Directors of Lakes Gaming, Inc. determines in good faith that the continued association of LGR Lakes or Lakes Gaming, Inc. with the such Non-Lakes Party Member may reasonably be expected to result in (i) the disapproval, adverse modification or non-renewal of any contract or agreement under which LGR Lakes Gaming, Inc. or any subsidiary or other Affiliate of LGR Lakes Gaming, Inc. has sole or shared authority to manage any gaming facility; or (ii) the loss or non-reinstatement of any Gaming LicenseLicense (both (a) and (b) above shall be referred to as a "Gaming Violation"), then LGR Lakes shall give the Non- such Non-Lakes Party Member written notice of such finding or determination. Such notice shall describe the situation or relationship that is the basis for such finding or determination. Such Non-Lakes Party Member shall, promptly after its receipt of the written notice from LGR Lakes specifying such finding or determination, take all actions required to terminate or discontinue or otherwise cure, to the satisfaction of LGR the Board of Directors of Lakes Gaming, Inc. and any gaming authority having jurisdiction over LGR Lakes Gaming, Inc. or any subsidiary or other Affiliate of LGRLakes Gaming, Inc., the situation or relationship described in the notice given by LGRLakes. If, within thirty (30) days after such Non-Lakes PartyMember's receipt of the notice given by LGR Lakes (or such shorter period of time as may be required or requested by any gaming authority), such Non-Lakes Party Member fails or is unable to take such actions to the satisfaction of LGR the Board of Directors of Lakes Gaming, Inc. and any gaming authority having jurisdiction, such Non-Lakes Party Member may at any time within such period give LGR Lakes and the Company written notice of such failure or inability or, if such Non-Lakes Party Member has not already given such notice, LGR but if Lakes knows of such failure or inability, Lakes may at before the end of such period give a notice of such failure or inability to such Non-Lakes Party Member and the Company. In the event any notice of such failure or inability is given (whether or not on a timely basis)given, the Company shall then have the right and option (whether or not such notice is timely given) to purchase such Non-Lakes PartyMember's entire Interest in the Company at a redemption price determined under Section 13.8, based pursuant to the fair market value applicable provisions of such Interest or, if applicable, the lower price applicable upon an Event of Default; Article 17 and, if the Company does not exercise such option, Lakes Cloverdale shall have the such right and option to purchase such Interest at the same price available pursuant to the Company. All of the foregoing applicable provisions of this Section 5.5 regarding any Non-Lakes Party shall also apply to any Non-MRD Party; and MRD shall have the same rights as LGR and/or Lakes Cloverdale with respect to determinations relating to, and actions resulting from, conduct and activities of a Non-MRD PartyArticle 17.

Gaming Licenses and Effect of Adverse Finding. MRD acknowledges that the primary business of LGR and certain of its Affiliates is the operation and management of gaming facilities; and that LGR and those of its Affiliates must obtain and maintain in effect various approvals, findings of suitability, licenses, permits and registrations (collectively "Gaming Licenses") from various gaming authorities. Likewise, Lakes Cloverdale Corning recognizes that MRD and certain of its Affiliates may be subject to similar regulations. The remaining provisions of this Section 5.5, as they apply to MRD, its owners and each of their Affiliates other than LGR and its Affiliates (a "Non-Lakes Party"), shall also apply in the same manner to any other Member that is a successor to MRD and is a Non-Lakes Party. The remaining provisions of this Section 5.5, as they apply to LGR, its managers and governors and each of their Affiliates, other than MRD or any of its Affiliates (a "Non-MRD Party"), shall also apply in the same manner to any other Member that is a successor to Lakes Cloverdale Corning and is a Non-MRD Party. If (a) any Non-Lakes Party or any of its Affiliates, or any other individual or entity that directly or indirectly owns or has any interest in a Non-Lakes Party or is otherwise affiliated with a Non-Lakes Party, is found by any gaming authority with competent jurisdiction to be unsuitable or unqualified to be associated with LGR or any Affiliate of LGR; or (b) LGR determines in good faith that the continued association of LGR with the Non-Lakes Party may reasonably be expected to result in (i) the disapproval, adverse modification or non-renewal of any contract or agreement under which LGR or any Affiliate of LGR has sole or shared authority to manage any gaming facility; or (ii) the loss or non-reinstatement of any Gaming License, then LGR shall give the Non- Non-Lakes Party written notice of such finding or determination. Such notice shall describe the situation or relationship that is the basis for such finding or determination. Such Non-Lakes Party shall, promptly after its receipt of the written notice from LGR specifying such finding or determination, take all actions required to terminate or discontinue or otherwise cure, to the satisfaction of LGR and any gaming authority having jurisdiction over LGR or any Affiliate of LGR, the situation or relationship described in the notice given by LGR. If, within thirty (30) days after such Non-Lakes Party's receipt of the notice given by LGR (or such shorter period of time as may be required or requested by any gaming authority), such Non-Lakes Party fails or is unable to take such actions to the satisfaction of LGR and any gaming authority having jurisdiction, such Non-Lakes Party may at any time within such period give LGR written notice of such failure or inability or, if such Non-Lakes Party has not already given such notice, LGR may at the end of such period give a notice of such failure or inability to such Non-Lakes Party and the Company. In the event any notice of such failure or inability is given (whether or not on a timely basis), the Company shall then have the right and option to purchase such Non-Lakes Party's entire Interest in the Company at a redemption price determined under Section 13.8, based the fair market value of such Interest or, if applicable, the lower price applicable upon an Event of Default; and, if the Company does not exercise such option, Lakes Cloverdale Corning shall have the right and option to purchase such Interest at the same price available to the Company. All of the foregoing provisions of this Section 5.5 regarding any Non-Lakes Party shall also apply to any Non-MRD Party; and MRD shall have the same rights as LGR and/or Lakes Cloverdale Corning with respect to determinations relating to, and actions resulting from, conduct and activities of a Non-MRD Party.

Gaming Licenses and Effect of Adverse Finding. MRD Each Member (other than GCN, Lakes or any of their Affiliates) acknowledges that the primary business of LGR Lakes and certain of its subsidiaries and other Affiliates is the operation and management of gaming facilities; and that LGR Lakes and those certain of its subsidiaries and other Affiliates must obtain and maintain in effect various approvals, findings of suitability, licenses, permits and registrations (collectively "Gaming Licenses") from various gaming authorities. Likewise, Lakes Cloverdale recognizes that MRD and certain of its Affiliates may be subject to similar regulations. The remaining provisions of this Section 5.5, as they apply to MRDeach current Member other than GCN, its owners and each Lakes or any of their Affiliates other than LGR and its Affiliates (a "Non-Lakes PartyMember"), shall also apply in the same manner to any other additional or substituted Member that is a successor to MRD and is becomes a Non-Lakes Party. The remaining provisions of this Section 5.5, as they apply to LGR, its managers and governors and each of their Affiliates, other than MRD or any of its Affiliates (a "Non-MRD Party"), shall also apply in the same manner to any other Member that is a successor to Lakes Cloverdale and is a Non-MRD PartyMember. If (a) any Non-Lakes Party Member or any of its Affiliates, or any other individual or entity that Person who directly or indirectly owns or has any interest in a Non-Lakes Party Member or is otherwise affiliated with a Non-Lakes PartyMember, is found by any gaming authority with competent jurisdiction to be unsuitable or unqualified to be associated with LGR Lakes or any subsidiary or other Affiliate of LGRLakes; or (b) LGR the Board of Directors of Lakes determines in good faith that the continued association of LGR Lakes with the Non-Lakes Party Member may reasonably be expected to result in (i) the disapproval, adverse modification or non-renewal of any contract or agreement under which LGR Lakes or any subsidiary or other Affiliate of LGR Lakes has sole or shared authority to manage any gaming facility; or (ii) the loss or non-reinstatement of any Gaming License, then LGR Lakes shall give the Non- Non-Lakes Party Member written notice of such finding or determination. Such notice shall describe the situation or relationship that is the basis for such finding or determination. Such Non-Lakes Party Member shall, promptly after its receipt of the written notice from LGR Lakes specifying such finding or determination, take all actions required to terminate or discontinue or otherwise cure, to the satisfaction of LGR the Board of Directors of Lakes and any gaming authority having jurisdiction over LGR Lakes or any subsidiary or other Affiliate of LGRLakes, the situation or relationship described in the notice given by LGRLakes. If, within thirty (30) days after such Non-Lakes PartyMember's receipt of the notice given by LGR Lakes (or such shorter period of time as may be required or requested by any gaming authority), such Non-Lakes Party Member fails or is unable to take such actions to the satisfaction of LGR the Board of Directors of Lakes and any gaming authority having jurisdiction, such Non-Lakes Party Member may at any time within such period give LGR Lakes, GCN and the Company written notice of such failure or inability or, if such Non-Lakes Party Member has not already given such notice, LGR GCN or Lakes may at the end of such period give a notice of such failure or inability to such Non-Lakes Party Member and the Company. In the event any notice of such failure or inability is given (whether or not on a timely basis), the Company shall then have the right and option to purchase such Non-Lakes Party's entire Interest in the Company at a redemption price determined under Section 13.8, based the fair market value of such Interest or, if applicable, the lower price applicable upon an Event of Default; and, if the Company does not exercise such option, Lakes Cloverdale shall have the right and option to purchase such Interest at the same price available to the Company. All of the foregoing provisions of this Section 5.5 regarding any Non-Lakes Party shall also apply to any Non-MRD Party; and MRD shall have the same rights as LGR and/or Lakes Cloverdale with respect to determinations relating to, and actions resulting from, conduct and activities of a Non-MRD Party.then:

Gaming Licenses and Effect of Adverse Finding. MRD Each Member acknowledges that Grand is a wholly owned indirect subsidiary of Lakes Gaming, Inc. ("Lakes"); that the primary business of LGR Lakes and certain of its subsidiaries and other Affiliates is the operation and management of gaming facilities; and that LGR Lakes and those of its subsidiaries and other Affiliates must obtain and maintain in effect various approvals, findings of suitability, licenses, permits and registrations (collectively "Gaming Licenses") from various gaming authorities. Likewise, Lakes Cloverdale recognizes that MRD and certain of its Affiliates may be subject to similar regulations. The remaining provisions of this Section 5.511.4, as they apply to MRD, its owners and each of their Affiliates current Member other than LGR Lakes or any of its subsidiaries and its other Affiliates (a "Non-Lakes PartyMember"), shall also apply in the same manner to any other assignee of a Member, or any additional or substituted Member that is a successor to MRD and is or becomes a Non-Lakes Party. The remaining provisions of this Section 5.5, as they apply to LGR, its managers and governors and each of their Affiliates, other than MRD or any of its Affiliates (a "Non-MRD Party"), shall also apply in the same manner to any other Member that is a successor to Lakes Cloverdale and is a Non-MRD PartyMember. If (a) any Non-Lakes Party Member or any of its Affiliates, or any other individual or entity that Person who directly or indirectly owns or has any interest in a Non-Lakes Party Member or is otherwise affiliated with a Non-Lakes PartyMember, is found unsuitable or unqualified by any gaming authority with competent jurisdiction to be unsuitable or unqualified to be associated with LGR Lakes or any subsidiary or other Affiliate of LGRLakes; or (b) LGR the Board of Directors of Lakes determines in good faith that the continued association of LGR Lakes with the Non-Lakes Party Member may reasonably be expected to result in (i) the disapproval, adverse modification or non-renewal of any contract or agreement under which LGR Lakes or any subsidiary or other Affiliate of LGR Lakes has sole or shared authority to manage any gaming facility; or (ii) the loss or non-reinstatement of any Gaming License, then LGR Lakes shall give the Non- Non-Lakes Party Member written notice of such finding or determination. Such notice shall describe the situation or relationship that is the basis for such finding or determination. Such Non-Lakes Party Member shall, promptly after its receipt of the written notice from LGR Lakes specifying such finding or determination, take all actions required to terminate or discontinue or otherwise cure, to the satisfaction of LGR the Board of Directors of Lakes and any gaming authority having jurisdiction over LGR Lakes or any subsidiary or other Affiliate of LGRLakes, the situation or relationship described in the notice given by LGRLakes. If, within thirty (30) days after such Non-Lakes PartyMember's receipt of the notice given by LGR Lakes (or such shorter period of time as may be required or requested by any gaming authority), such Non-Lakes Party Member fails or is unable to take such actions to the satisfaction of LGR the Board of Directors of Lakes and any gaming authority having jurisdiction, such Non-Lakes Party Member may at any time within such period give LGR Lakes and the Company written notice of such failure or inability or, if such Non-Lakes Party Member has not already given such notice, LGR Lakes may at before the end of such period give a notice of such failure or inability to such Non-Lakes Party Member and the Company. In the event any notice of such failure or inability is given (whether or not on a timely basis)given, the Company Grand Member shall then have the right and option (whether or not such notice is timely given) to purchase such Non-Lakes PartyMember's entire Membership Interest in the Company at a redemption price determined under pursuant to Section 13.8, based the fair market value of such Interest 11.6 or, if applicableapplicable under that Section, the lower price applicable upon an Event Grand Member will sell the entire Membership Interest of Defaultthe Grand Member pursuant thereto; andprovided, if however, that such Non-Lakes Member shall also have the option to sell its entire Membership Interest in the Company does not exercise such optionto any third party, Lakes Cloverdale and the Grand Member shall have the right and option to purchase participate as a buyer in any such Interest at the same price available attempt to the Companysell such Membership Interest. All of the foregoing provisions Notwithstanding any other provision of this Agreement, Lakes shall be a third party beneficiary of Section 5.5 regarding any Non-Lakes Party shall also apply to any Non-MRD Party; 11.3, this Section 11.4 and MRD shall have the same rights as LGR and/or Lakes Cloverdale with respect to determinations relating to, and actions resulting from, conduct and activities of a Non-MRD PartySection 11.6.