Common use of Gaming Redemption Clause in Contracts

Gaming Redemption. If any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers shall have the right, at their option: (i) to require any such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a Gaming Redemption Event, or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price.

Gaming Redemption. If any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (Aa) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (Bb) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers shall have the right, at their option: : (i1) to require any such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a Gaming Redemption Event, or or (ii2) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: : (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, , (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the this Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price. Notwithstanding anything herein to the contrary, redemption notices may be sent or given less than 10 days or more than 60 days prior to a redemption if so required by any applicable Gaming Authority in connection with a redemption pursuant to this Section 3.09.

Gaming Redemption. If any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)redeemed, subject to applicable Gaming Laws, the Issuers shall have the right, at their option: (i) to require any such Holder or Beneficial Owner to dispose of its Notes notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a receipt of such notice or finding by such Gaming Redemption EventAuthority, or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a the denial of license or qualification or of the finding of unsuitability by such Gaming Redemption EventAuthority, (B) the price at which such Holder or Beneficial Owner acquired the Notesnotes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a denial of license or qualification or of the finding of unsuitability by such Gaming Redemption EventAuthority, or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Redemption EventAuthority, such Person shall, to the extent required by applicable Gaming Laws, have no further right: right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price.

Gaming Redemption. If Notwithstanding any other provision of the Indenture, if any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws Law and such Holder or Beneficial Owner: Owner (Ai) fails to apply for a license, qualification or a finding of suitability within 30 days after being required to do so (or such shorter lesser period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license by the Gaming Authority or qualification or not found suitableby the Company pursuant to an order of the Gaming Authority, or (ii) if any Gaming Authority otherwise requires that Notes from any such Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)is not so licensed, subject to applicable Gaming Lawsqualified or found suitable, the Issuers shall Company will have the right, at their its option: (iA) to require any such Holder or Beneficial Owner to dispose of its such Holder’s or Beneficial Owner’s Notes within 30 days (of receipt of such notice or such finding by the applicable Gaming Authority or such earlier date as may be required ordered by the applicable such Gaming Authority) of a Gaming Redemption Event, ; or (iiB) to call for the redemption of redeem the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: lesser of (Ax) the principal amount thereof, and (y) the price at which such Holder or Beneficial Owner acquired the new Notes, together with with, in either case, accrued and unpaid interest interest, if any, to the earlier of the date of redemption or the date of a the finding of unsuitability, if any, by such Gaming Redemption EventAuthority, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required less than 30 days following the notice of redemption, if so ordered by any such Gaming Authority. The Issuers Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner of Notes applying for a license, qualification or a finding of suitability must is obligated to pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price.

Gaming Redemption. If any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (Aa) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (Bb) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)redeemed, subject to applicable Gaming Laws, the Issuers shall have the right, at their option: : (i1) to require any such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a receipt of such notice or finding by such Gaming Redemption EventAuthority, or or (ii2) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: : (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a the denial of license or qualification or of the finding of unsuitability by such Gaming Redemption Event, Authority, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a denial of license or qualification or of the finding of unsuitability by such Gaming Redemption EventAuthority, or or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Redemption EventAuthority, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price. Notwithstanding anything herein to the contrary, redemption notices may be sent or given less than 30 days or more than 60 days prior to a redemption if so required by any applicable Gaming Authority in connection with a redemption pursuant to this Section 3.09.

Gaming Redemption. If any Gaming Authority requires that a Holder (a) The Affected Interests owned or Beneficial Owner controlled directly or indirectly by an Unsuitable Person or an Affiliate of an Unsuitable Person (the Notes must “Affected Member”) shall be licensedsubject to redemption by the Company, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (A) fails out of funds legally available therefor, to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be the extent required by the Gaming Authority making the determination of unsuitability or reasonably deemed necessary or advisable by the Managing Member. If the Gaming Authority or the Managing Member making the determination of unsuitability requires or deems it reasonably necessary or advisable to redeem the Affected Interests, the Managing Member shall give a Redemption Notice to the Affected Member and shall thereafter proceed to purchase the Affected Interests on the Redemption Date for the Redemption Price, subject to any approvals, conditions or limitations under applicable Gaming AuthorityLaws. The Affected Member shall surrender any certificates representing the Affected Interests to be redeemed in accordance with the requirements of the Redemption Notice. (b) after being requested Notwithstanding any other provision in this Agreement, commencing on the date that a Member becomes an Affected Member, and until the Affected Interests of such Affected Member are redeemed or are transferred to a Person who is not an Unsuitable Person in a transfer permitted by the terms of this Agreement, such Affected Member: (i) shall not be entitled to receive any distributions with regard to such Affected Interests; (ii) shall not be entitled to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Affected Interests, and Affected Interests shall not for any purposes be included in the Equity Securities of the Company entitled to vote; (iii) shall not be entitled to receive any remuneration in any form from the Company, the Members or any Affiliate of any of them for services rendered or otherwise; and (iv) to the extent not treated as a partner for federal income tax purposes under applicable law, shall not be allocated any Net Income or Net Loss with respect to such Affected Member’s Affected Interests other than, to the extent permitted under applicable law, special allocations of Net Loss (or items of deduction or loss) up to an amount equal to the Net Income (or items of income or gain) allocated to the Affected Member during the period beginning on the date immediately following the close of the period to which the most recent distribution under Section 5.4 relates and ending on the date on which the Member becomes an Affected Member. (c) All notices given pursuant to this Section, including Redemption Notices, shall be in writing and shall be given in accordance with Section 13.1. (d) Each Affected Member shall indemnify and hold harmless the Company, the Members and their respective Affiliates for any and all losses, costs and expenses, including attorneys’ fees, incurred by them as a result of, or arising out of, such Affected Member’s refusal or failure to comply with the provisions of this Section, or failure to promptly divest itself of any Affected Interests when required to do so by this Section 15.11. (e) The right of redemption provided in this Section shall not be exclusive of any other rights the Company or its members or their respective Affiliates may have under this Agreement or hereafter acquire under any other agreement or otherwise. (f) Nothing contained in this Section shall limit the authority of the Company to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Company or its Affiliates from the denial or threatened denial or loss or threatened loss of any Gaming Licenses or as required by any Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (. Without limiting the receipt of notice from a Gaming Authority of any generality of the foregoing events are collectively referred the Managing Member may, to herein as “Gaming Redemption Events”)the extent permitted by law, subject from time to applicable Gaming Lawstime establish, modify, amend or rescind regulations, and procedures of the Issuers shall have Company not inconsistent with the right, at their option: (i) to require any such Holder or Beneficial Owner to dispose express provisions of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a Gaming Redemption Event, or (ii) to call this Section for the redemption purpose of determining whether any Person is an Unsuitable Person and, as applicable, for the orderly application, administration and implementation of the Notes provisions of such Holder or Beneficial Owner at a redemption price equal to the least of: this Section. (Ag) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount Except as may be required by any applicable Gaming Laws or a Gaming Authority. The Issuers shall notify , the Trustee in writing of Company may waive any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure rights or investigation for such qualification or finding of suitability. Notwithstanding any other provision restrictions contained in this Section in any instance in which the Managing Member determines that a waiver would be in the best interests of the Indenture, immediately upon Company. Except as may be required by a Gaming Redemption EventAuthority, such Person shall, nothing in this Section shall be deemed or construed to require the extent required by applicable Gaming Laws, have no further right: (i) Company to exercise, directly or indirectly, through repurchase any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption priceAffected Interest of an Affected Member.

Gaming Redemption. If (a) Notwithstanding any other provisions of this Article 3, if any Gaming Authority requires that in which the Partnership, either of its partners or any of their respective Affiliates as of the date of this Indenture conducts or, in the future conducts, directly or indirectly through a subsidiary or joint venture, gaming notifies a Holder or Beneficial Owner beneficial owner of the Notes that the Holder or beneficial owner must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such the Holder or Beneficial Owner: (A) fails to beneficial owner does not apply for a that license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the such Gaming Authority (or such lesser period that may be required by such Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any such Holder or Beneficial Owner beneficial owner will not be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)so licensed, subject to qualified or found suitable under applicable Gaming Lawsgaming law, the Issuers shall have the right, at their option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holder’s or beneficial owner’s Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority), of (A) the termination of the 30-day period or any shorter period as may be required by a Gaming Redemption EventAuthority, in each case as described above, for the Holder or beneficial owner to apply for a license, qualification or finding of suitability or (B) the receipt of notice from the Gaming Authority that the Holder or beneficial owner will not be licensed, qualified or found suitable or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner beneficial owner at a redemption price equal to the least of: (A) the lesser of (1) 100% of the principal amount thereof, (2) the price at which such Holder or beneficial owner acquired the Notes and (3) the fair market value of the Notes, together with accrued and unpaid interest interest, if any, thereon to the earlier of the date of redemption or the such earlier date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any the Gaming Authority or the date of the finding that such Holder will not be licensed or qualified or found suitable by such Gaming Authority. The Issuers shall notify , which may be less than 30 days following the Trustee in writing notice of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for licenseredemption, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred if so ordered by such Notes Gaming Authority or (iiB) to receive any interest, dividends or any such other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from redemption price as shall be ordered by the Issuers or the Trustee, except the redemption priceGaming Authority.

Gaming Redemption. If any Each Holder, by accepting a Note, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Parent Guarantor, Company or any of their respective Affiliates (including Melco Resorts Macau) conducts or proposes to conduct gaming requires that a Holder person who is a holder or Beneficial Owner the beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and Laws, such Holder holder or Beneficial Owner: (A) fails to beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within 30 days (the required time period. If such Person fails to apply or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) become licensed or qualified or is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Lawsunsuitable, the Issuers Company shall have the right, at their its option: : (i1) to require any such Holder or Beneficial Owner Person to dispose of its Notes or beneficial interest therein within 30 days (of receipt of notice of the Company’s election or such earlier date as may be required requested or prescribed by such Gaming Authority; or (2) to redeem such Notes, which redemption may be less than 30 days following the notice of redemption if so requested or prescribed by the applicable Gaming Authority) of a Gaming Redemption Eventgaming authority, or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: to: (A) the lesser of: (1) the Person’s cost, plus accrued and unpaid interest, if any, to the earlier of the redemption date or the date of the finding of unsuitability or failure to comply; and (2) 100% of the principal amount thereof, together with plus accrued and unpaid interest interest, if any, to the earlier of the redemption date of redemption or the date of a Gaming Redemption Event, the finding of unsuitability or failure to comply; or (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any applicable law or order of the applicable Gaming Authority. The Issuers Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Neither the Company nor the Trustee shall be responsible for any costs or expenses any Holder or Beneficial Owner applying may incur in connection with such Holder’s application for a license, qualification or a finding of suitability must pay all suitability. Those costs and expenses will be the obligations of the licensure holder or investigation beneficial owner, as applicable. The Trustee shall not be liable or responsible for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) determining whether a holder or beneficial owner is subject to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or Gaming Laws; (ii) any operational mechanics and DTC procedures relating to receive the redemption of any interest, dividends holder or beneficial owners Notes and (iii) any other distributions or payments matters in connection with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption pricethis Section 3.11.

Gaming Redemption. If any Gaming Authority requires that a Holder or Beneficial Owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (Aa) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (Bb) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)redeemed, subject to applicable Gaming Laws, the Issuers shall have the right, at their option: : (i1) to require any such Holder or Beneficial Owner to dispose of its Notes notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a receipt of such notice or finding by such Gaming Redemption EventAuthority, or or (ii2) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: : (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a the denial of license or qualification or of the finding of unsuitability by such Gaming Redemption Event, Authority, (B) the price at which such Holder or Beneficial Owner acquired the Notesnotes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a denial of license or qualification or of the finding of unsuitability by such Gaming Redemption EventAuthority, or or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Redemption EventAuthority, such Person shall, to the extent required by applicable Gaming Laws, have no further right: right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price. Notwithstanding anything herein to the contrary, redemption notices may be mailed or given less than 30 days or more than 60 days prior to a redemption if so required by any applicable Gaming Authority in connection with a redemption pursuant to this Section 3.09.

Gaming Redemption. If Each holder, by accepting a Note, shall be deemed to have agreed that, if any Gaming Authority requires that a Holder person who is a holder or Beneficial Owner the beneficial owner of the Notes must be registered, licensed, qualified or found suitable under any applicable Gaming Laws and Laws, such Holder or Beneficial Owner: (A) fails to beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within 30 days (or in accordance with such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws. If such Person fails to apply or become registered, licensed or qualified or is found unsuitable, the Issuers Issuer shall have the right, at their its option: : (ia) to require any such Holder or Beneficial Owner Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Issuer’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or (b) to redeem such Notes, upon not less than 30 days’ prior written notice to the Holders and the Trustee (or such earlier date as may be required requested or prescribed by the applicable such Gaming Authority) of a Gaming Redemption Event), or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to to: (1) the least lesser of: : (A) the principal amount thereofPerson’s cost for such Notes, together with plus accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption or the date of a Gaming Redemption Event, the finding of unsuitability or failure to comply; and (B) 100% of the price at which such Holder or Beneficial Owner acquired the Notesprincipal amount thereof, together with plus accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption or the date of a Gaming Redemption Event, the finding of unsuitability or failure to comply; or (C2) such other lesser amount as may be required by any applicable law or order of the Gaming Authority. The Issuers . (b) the Issuer shall notify the Trustee in writing of any such disqualified holder status or redemption as soon as practicable. The Neither the Issuer nor the Trustee shall be responsible for any costs or expenses any Holder or Beneficial Owner applying beneficial owner may incur in connection with its registration, application for a license, qualification or a finding of suitability must pay all costs suitability, or any renewal or continuation of the licensure foregoing or investigation for such qualification or finding of suitability. Notwithstanding compliance with any other provision requirement of a Gaming Authority. Those costs and expenses will be the obligations of the IndentureHolder or beneficial owner, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption priceas applicable.

Gaming Redemption. If any Each Holder, by accepting a Note, will be deemed to have agreed that if both the New York Gaming Authority requires that and the Seneca Gaming Authority determine, or if the New York Gaming Authority acting alone determines, and a Holder or Beneficial Owner beneficial owner of the Notes is notified, that: (1) the Holder or beneficial owner must obtain a license, qualification or finding of suitability under any applicable gaming law and the Holder or beneficial owner does not apply at its own cost or expense for that license, qualification or finding of suitability within 30 days, or any shorter period as may be required by such Gaming Authority; or (2) the Holder or beneficial owner will not be licensed, qualified or found suitable under an applicable gaming law, or any applicable Gaming Laws and such license, qualification or finding of suitability is not renewed upon its expiration or is revoked; or (3) the Holder or Beneficial Ownerbeneficial owner has been found to be unsuitable for licensing; then the Company, at its option, may: (1) require that the Holder or beneficial owner dispose of the Holder's or beneficial owner's Notes within 30 days, or any earlier date as may be required by the Gaming Authority, after (A) fails the termination of the 30-day period described above for the Holder or beneficial owner to apply for a license, qualification or a finding of suitability within 30 days suitability, or (or such shorter period as may be required by B) the applicable Gaming Authority) after being requested to do so by receipt of the notice from the Gaming AuthorityAuthority that the Holder or beneficial owner will not be licensed, qualified or found suitable; or (2) redeem the Holder's or beneficial owner's Notes at a price equal to the least of (A) 100% of the principal amount thereof, (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any the price at which the Holder or Beneficial Owner be redeemed beneficial owner acquired the Notes (minus the receipt amount of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)accrued and unpaid interest and Additional Interest, subject to applicable Gaming Laws, the Issuers shall have the rightif any, at their option: (i) to require any the time such Holder or Beneficial Owner beneficial owner acquired the Notes) and (C) the fair market value of the Notes, together with, in each case (other than clause (C)), accrued and unpaid interest, if any, thereon to dispose the earlier of its Notes within 30 days (the date of redemption or such earlier date as may be required by the applicable Gaming Authority or the date of the finding of unsuitability by such Gaming Authority) , which may be less than 30 days following the notice of redemption, if so ordered by the Gaming Authority. The Company will comply with the redemption procedures for the Notes as described in the Indenture unless otherwise required by a Gaming Redemption EventAuthority. Immediately upon a determination that a Holder or beneficial owner will not be licensed, qualified or found suitable, or (ii) to call for the redemption that such license, qualification or finding of the Notes of such Holder suitability has been revoked or Beneficial Owner at a redemption price equal to the least of: will not be renewed, (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, beneficial owner will have no further right: rights (i1) to exerciseexercise any right conferred by the Notes, directly or indirectly, through any trustee, nominee or any other person Person or entity, any right conferred by such Notes or (ii2) to receive any interest, dividends interest or any other distributions distribution or payments payment with respect to such the Notes or any remuneration in any form with respect to such Notes from the Issuers Company or any of the TrusteeGuarantors for services rendered or otherwise, except the redemption priceprice of the Notes and (B) until such Holder or beneficial owner has disposed of all of its Notes, such Notes shall be deemed not to be outstanding for purposes of approving amendments, supplements, waivers and similar matters under the Indenture. The Holder or beneficial owner of Notes applying for a license, qualification or a finding of suitability may be required to pay all costs of the licenses or investigation for this qualification or finding of suitability. The Company is not required to pay or reimburse any Holder or beneficial owner of Notes who is required to apply for any license, qualification or finding of suitability.

Gaming Redemption. If Notwithstanding any other provision of this Indenture, if any Gaming Authority requires that a Holder or Beneficial Owner beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such Holder or Beneficial Owner: (A) beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority (or such 1esser period that may be required by such Gaming Authority), or (B) or if such Holder or such beneficial owner is denied such license not so licensed, qualified or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers Company shall have the right, at their its option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holders or beneficial owner’s Notes within 30 days (of receipt of such notice of such finding by the applicable Gaming Authority or such earlier date as may be required ordered by the applicable such Gaming Authority) of a Gaming Redemption Event, Authority or (ii) to call for the redemption of redeem the Notes of such Holder or Beneficial Owner beneficial owner at a redemption price equal to the least of: lesser of (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption thereof or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner beneficial owner acquired such Notes (in the Notescase of (A) or (B), together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of a the finding of unsuitability by such Gaming Redemption EventAuthority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority), or (C) such other lesser amount as may be required by applicable law or by order of any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner beneficial owner of Notes applying for a license, qualification or a finding of suitability with any Gaming Authority must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding The Company shall not be required to pay or reimburse any other provision Holder or beneficial owner of Notes who is required to apply for such license, qualification or a finding of suitability for the costs of the Indenture, immediately upon a Gaming Redemption Event, licensure or investigation for such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly qualification or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption pricefinding of suitability.

Gaming Redemption. If Notwithstanding any other provision of this Indenture, if any Gaming Authority requires that a Holder or Beneficial Owner beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such Holder or Beneficial Owner: (A) beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the such Gaming Authority (or such lesser period that may be required by such Gaming Authority), or (B) or if such Holder or such beneficial owner is denied notified by such license Gaming Authority that such Holder or qualification beneficial owner shall not be so licensed, qualified or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers Company shall have the right, at their its option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holder's or beneficial owner's Notes within 30 days (or such lesser period as may be required by such Gaming Authority) of (a) the termination of the period described above for such Holder or beneficial owner to apply for a license, qualification or finding or suitability or (b) receipt of the notice from such Gaming Authority that such Holder or beneficial owner shall not be licensed, qualified or found suitable by such Gaming Authority or (ii) to redeem the Notes of such Holder or beneficial owner at a redemption price equal to the lesser of the principal amount thereof or the price at which such Holder or beneficial owner acquired such Notes, together with, in either case, accrued and unpaid Interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or such earlier date as may be required by the applicable such Gaming Authority) of a Gaming Redemption Event, or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. Immediately upon a determination by a Gaming Redemption EventAuthority that a Holder or beneficial owner of Notes shall not be licensed, (B) the price at which qualified or found suitable by such Gaming Authority, such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers beneficial owner shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: rights with respect to the Notes (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entityPerson, any right conferred by such the Notes or and (ii) to receive any interest, dividends Interest or any other distributions distribution or payments payment with respect to such Notes the Notes, or any remuneration in any form with respect to such Notes from the Issuers Company for services rendered or the Trusteeotherwise, except the redemption priceprice of the Notes. The Company shall not be required to pay or reimburse any Holder or beneficial owner of Notes who is required to apply for such license, qualification or finding of suitability for the costs relating thereto. Such expense shall, therefore, be the obligation of such Holder or beneficial owner.

Gaming Redemption. If (a) Each Holder, by accepting a Note, shall be deemed to have agreed that, if any Gaming Authority gaming authority requires that a person who is a Holder or Beneficial Owner the beneficial owner of the Notes must be registered, licensed, qualified or found suitable under any applicable Gaming Laws and gaming Laws, such Holder or Beneficial Owner: beneficial owner, as the case may be, shall apply for a license, qualification or finding of suitability in accordance with such gaming Laws and shall cooperate with the requests of any gaming authority for information, documentation, and/or testimony. If such person (Aa) fails to apply for a license, qualification or a finding of suitability within 30 days suitability, or (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (Bb) is denied such license notified by a gaming authority that it will not be licensed, qualified or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any it shall be a Disqualified Holder or Beneficial Owner be redeemed (and the receipt of notice from a Gaming Authority of any of and the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers Company shall have the right, at their its option: : (i1) to require any such Holder or Beneficial Owner Person to dispose of its Notes or beneficial interest therein within 30 thirty (30) days of receipt of notice of the Company’s election or such earlier date as may be requested or required by such gaming authority; or (2) to redeem such Notes, upon not less than thirty (30) days’ prior written notice to the relevant Holders and the Trustee (or such earlier date as may be requested or required by the applicable Gaming Authority) of a Gaming Redemption Eventsuch gaming authority), or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to either: (3) the least lesser of: : (A) the principal amount thereofPerson’s cost for such Notes, together with plus accrued and unpaid interest interest, if any, to the earlier of the date of redemption or the date of a Gaming Redemption Event, the finding of unsuitability or failure to comply; and (B) 100% of the price at which such Holder or Beneficial Owner acquired the Notesprincipal amount thereof, together with plus accrued and unpaid interest interest, if any, to the earlier of the date of redemption or the date of finding of unsuitability, lack of qualification, denial of a Gaming Redemption Eventlicense, or failure to comply; or (C4) such other lesser amount as may be required by any Gaming Authorityapplicable Law or order of the gaming authority. The Issuers Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Neither the Company nor the Trustee shall be responsible for any costs or expenses any Holder or Beneficial Owner applying beneficial owner may incur in connection with its registration, application for a license, qualification or a finding of suitability suitability, or any renewal or continuation of the foregoing or compliance with any other requirement of a gaming authority. In addition, any Holder or beneficial owner of Notes that is required to be licensed, qualified or found suitable under applicable gaming Laws must pay all investigative fees and costs of the licensure or investigation for any gaming authority in connection with such qualification or license, qualification, finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly suitability or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption priceapplication therefor.

Gaming Redemption. If any Gaming Authority requires that (a) The Equity Interests (“Affected Interests”) in Holdco or Voteco (the “Applicable Company”) owned or controlled directly or indirectly (including through a Holder Blockerco) by an Unsuitable Person or Beneficial Owner an Affiliate of an Unsuitable Person (the Notes must “Affected Equityholder”) shall be licensedsubject to redemption by the Applicable Company, qualified or found suitable under any applicable Gaming Laws and such Holder or Beneficial Owner: (A) fails out of funds legally available therefor, to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be the extent required by the Gaming Authority making the determination of unsuitability or reasonably deemed necessary or advisable by the Applicable Company’s Board of Directors. If the Gaming Authority or the Applicable Company’s Board of Directors making the determination of unsuitability requires or deems it reasonably necessary or advisable to redeem the Affected Interests, the Applicable Company’s Board of Directors shall give a Redemption Notice to the Affected Equityholder and, if the Affected Equityholder owns the Affected Interests through a Blockerco, such Blockerco, and shall thereafter proceed to purchase the Affected Interests on the Redemption Date for the Redemption Price, subject to any approvals, conditions or limitations under applicable Gaming AuthorityLaws. If the Affected Equityholder owns the Affected Interests through a Blockerco, on the Redemption Date, immediately upon receipt of the Redemption Price, such Blockerco shall redeem all Equity Interests and Debt Interests held by such Affected Equityholder in consideration for the Redemption Price. From and after the Redemption Date, the Affected Interests and, if the Affected Equityholder owns the Affected Interests through a Blockerco, all Debt Interests and Equity Interests in such Blockerco, shall no longer be outstanding, the Affected Equityholder shall cease to be a member, partner or stockholder of the Applicable Company or, if applicable, such Blockerco, and all rights of the Affected Equityholder herein and in the Organizational Documents of the Applicable Company or such Blockerco, other than the right to receive the Redemption Price, shall cease. The Affected Equityholder shall surrender any certificates representing the Affected Interests to be redeemed in accordance with the requirements of the Redemption Notice. (b) after being requested The Holdco LLCA and Voteco LLCA shall provide that commencing on the date that an Equityholder in such Company becomes an Affected Equityholder, and until the Affected Interests of such Affected Equityholder are redeemed or are transferred to a Person who is not an Unsuitable Person in a transfer permitted by the terms of this Agreement, such Affected Equityholder shall not be entitled to: (i) receive any distributions with regard to such Affected Interests; (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Affected Interests, and Affected Interests shall not for any purposes be included in the Equity Interests of such Company entitled to vote, or (iii) receive any remuneration in any form from any of the Companies, Equityholders or any Affiliate of the any of them for services rendered or otherwise. The Organizational Documents of each Blockerco shall provide that commencing on the date that an Equityholder in such Blockerco becomes an Affected Equityholder, and until the Affected Interests of such Affected Equityholder are redeemed or are transferred to a Person who is not an Unsuitable Person in a transfer permitted by the terms of this Agreement, such Affected Equityholder shall not be entitled to: (i) receive any distributions or payments with regard to its Equity Interests or Debt Interests in such Blockerco; (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Equity Interests or Debt Interests, and such Equity Interests shall not for any purposes be included in the Equity Interests of such Blockerco entitled to vote; or (iii) receive any remuneration in any form from the Blockerco or any of the Companies, Equityholders or any Affiliate of the either of them for services rendered or otherwise. (c) All notices given pursuant to this Section, including Redemption Notices, shall be in writing and shall be given in accordance with Section 7.3. (d) Each Affected Equityholder shall indemnify and hold harmless the Companies and Equityholders and their respective Affiliates for any and all losses, costs and expenses, including attorneys’ fees, incurred by them as a result of, or arising out of, such Affected Equityholder’s refusal or failure to comply with the provisions of this Section and the provisions of the related limited liability company agreement described in paragraph (b) above, or failure to promptly divest itself of any Affected Interests when required to do so by the Gaming Authority, orthis Section 7.13. (Be) is denied such license or qualification or The right of redemption provided in this Section shall not found suitable, or if be exclusive of any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of other rights any of the foregoing events are collectively referred Companies or Equityholders or their respective Affiliates may have under this Agreement or hereafter acquire under any other agreement or otherwise. (f) Nothing contained in this Section shall limit the authority of any Company to herein take such other action to the extent permitted by law as “it deems necessary or advisable to protect such Company or its Affiliates from the denial or threatened denial or loss or threatened loss of any Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers shall have the right, at their option: (i) to require any such Holder Licenses or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable any Gaming Authority) . Without limiting the generality of a Gaming Redemption Eventthe foregoing, such Company’s Board of Directors or (ii) Sub Board may, to call the extent permitted by law, from time to time establish, modify, amend or rescind regulations, and procedures of such Company not inconsistent with the express provisions of this Section for the redemption purpose of determining whether any Person is an Unsuitable Person and, as applicable, for the orderly application, administration and implementation of the Notes provisions of such Holder or Beneficial Owner at a redemption price equal to the least of: this Section. (Ag) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount Except as may be required by any applicable Gaming Laws or a Gaming Authority. The Issuers shall notify the Trustee in writing of , Holdco or Voteco may waive any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure rights of such Company or investigation for any restrictions contained in this Section in any instance in which the such qualification or finding Company’s Board of suitabilityDirectors determines that a waiver would be in the best interests of such Company. Notwithstanding any other provision of the Indenture, immediately upon Except as may be required by a Gaming Redemption EventAuthority, such Person shall, nothing in this Section shall be deemed or construed to the extent required by applicable Gaming Laws, have no further right: (i) require Holdco or Voteco to exercise, directly or indirectly, through repurchase any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption priceAffected Interest of an Affected Equityholder.

Gaming Redemption. If Notwithstanding any other provision of the Indenture, if any Gaming Authority requires that a Holder or Beneficial Owner beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such Holder or Beneficial Owner: (A) beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority (or such 1esser period that may be required by such Gaming Authority), or (B) or if such Holder or such beneficial owner is denied such license not so licensed, qualified or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers Company shall have the right, at their its option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holders or beneficial owner’s Notes within 30 days (of receipt of such notice of such finding by the applicable Gaming Authority or such earlier date as may be required ordered by the applicable such Gaming Authority) of a Gaming Redemption Event, Authority or (ii) to call for the redemption of redeem the Notes of such Holder or Beneficial Owner beneficial owner at a redemption price equal to the least of: lesser of (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption thereof or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner beneficial owner acquired such Notes (in the Notescase of (A) or (B), together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of a the finding of unsuitability by such Gaming Redemption EventAuthority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority), or (C) such other lesser amount as may be required by applicable law or by order of any Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner beneficial owner of Notes applying for a license, qualification or a finding of suitability with any Gaming Authority must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding The Company shall not be required to pay or reimburse any other provision Holder or beneficial owner of Notes who is required to apply for such license, qualification or a finding of suitability for the costs of the Indenture, immediately upon a Gaming Redemption Event, licensure or investigation for such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly qualification or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption pricefinding of suitability.

Gaming Redemption. (a) If any Gaming Authority in any jurisdiction in which the Enterprise or any of its Subsidiaries conducts gaming requires that a Holder or Beneficial Owner of the Notes must obtain a license, qualification or finding of suitability under any applicable Gaming Laws and the Holder or Beneficial Owner does not apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Authority (or such lesser period that may be required by such Gaming Authority) or if such Holder or beneficial owner shall not be licensed, qualified or found suitable under any applicable Gaming Laws and suitable, then the Enterprise, at its option, may (i) require such Holder or Beneficial Owner to dispose of such Holder or Beneficial Owner: 's Notes within 30 days, or any earlier date as may be required by the Gaming Authority, of (A) fails the termination of the 30-day period described above for the Holder or Beneficial Owner to apply for a license, qualification or a finding of suitability within 30 days (suitability, or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of the notice from a the Gaming Authority of any of that the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers shall have the right, at their option: (i) to require any such Holder or Beneficial Owner to dispose of its Notes within 30 days (beneficial owner shall not be licensed, qualified or such earlier date as may be required by the applicable Gaming Authority) of a Gaming Redemption Event, found suitable or (ii) to call for the redemption of redeem the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: of (A) 100% of the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption thereof or the date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, and (C) the fair market value of the Notes, together with with, in either case, accrued and unpaid interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or the date of a the finding of unsuitability by such Gaming Redemption EventAuthority, or (C) such other lesser amount as which may be required less than 30 days following the notice of redemption if so ordered by any such Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from the Issuers or the Trustee, except the redemption price.

Gaming Redemption. If Notwithstanding any other provision of this Indenture, if any Gaming Authority requires that a Holder or Beneficial Owner beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such Holder or Beneficial Owner: (A) beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the such Gaming Authority (or such lesser period that may be required by such Gaming Authority), or (B) or if such Holder or such beneficial owner is denied notified by such license Gaming Authority that such Holder or qualification beneficial owner shall not be so licensed, qualified or not found suitable, or if any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, the Issuers Company shall have the right, at their its option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holder's or beneficial owner's Notes within 30 days (or such lesser period as may be required by such Gaming Authority) of (a) the termination of the period described above for such Holder or beneficial owner to apply for a license, qualification or finding or suitability or (b) receipt of the notice from such Gaming Authority that such Holder or beneficial owner shall not be licensed, qualified or found suitable by such Gaming Authority or (ii) to redeem the Notes of such Holder or beneficial owner at a redemption price equal to the lesser of the principal amount thereof or the price at which such Holder or beneficial owner acquired such Notes, together with, in either case, accrued and unpaid Interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or such earlier date as may be required by the applicable such Gaming Authority) of a Gaming Redemption Event, or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner at a redemption price equal to the least of: (A) the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. Immediately upon a determination by a Gaming Redemption EventAuthority that a Holder or beneficial owner of Notes shall not be licensed, (B) the price at which qualified or found suitable by such Gaming Authority, such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any Gaming Authority. The Issuers beneficial owner shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: rights with respect to the Notes (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entityPerson, any right conferred by such the Notes or and (ii) to receive any interest, dividends Interest or any other distributions distribution or payments payment with respect to such Notes the Notes, or any remuneration in any form with respect to such Notes from the Issuers Company for services rendered or the Trusteeotherwise, except the redemption priceprice of the Notes. Under this Indenture, the Company is not required to pay or reimburse any Holder or beneficial owner of Notes who is required to apply for such license, qualification or finding of suitability for the costs of the licensor or investigation for such qualification or finding of suitability. The Company shall not be required to pay or reimburse any Holder or beneficial owner of Notes who is required to apply for such license, qualification or finding of suitability for the costs relating thereto. Such expense shall, therefore, be the obligation of such Holder or beneficial owner.

Gaming Redemption. If (a) Notwithstanding any other provisions of this Article 3, if any Gaming Authority requires that in which the Partnership, either of its partners or any of their respective Affiliates as of the date of this Indenture conducts or, in the future conducts, directly or indirectly through a subsidiary or joint venture, gaming notifies a Holder or Beneficial Owner beneficial owner of the Notes that the Holder or beneficial owner must be licensed, qualified or found suitable under any applicable Gaming Laws gaming law and such the Holder or Beneficial Owner: (A) fails to beneficial owner does not apply for a that license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the such Gaming Authority (or such lesser period that may be required by such Gaming Authority, or (B) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any such Holder or Beneficial Owner beneficial owner will not be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”)so licensed, subject to qualified or found suitable under applicable Gaming Lawsgaming law, the Issuers shall have the right, at their option: , (i) to require any such Holder or Beneficial Owner beneficial owner to dispose of its such Holder’s or beneficial owner’s Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority), of (A) the termination of the 30-day period or any shorter period as may be required by a Gaming Redemption EventAuthority, in each case as described above, for the Holder or beneficial owner to apply for a license, qualification or finding of suitability or (B) the receipt of notice from the Gaming Authority that the Holder or beneficial owner will not be licensed, qualified or found suitable or (ii) to call for the redemption of the Notes of such Holder or Beneficial Owner beneficial owner at a redemption price equal to the least of: (A) the lesser of (1) 100% of the principal amount thereof, (2) the price at which such Holder or beneficial owner acquired the Notes and (3) the fair market value of the Notes, together with with, in each case, accrued and unpaid interest and Liquidated Damages, if any, thereon to the earlier of the date of redemption or the such earlier date of a Gaming Redemption Event, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or (C) such other lesser amount as may be required by any the Gaming Authority or the date of the finding that such Holder will not be licensed or qualified or found suitable by such Gaming Authority. The Issuers shall notify , which may be less than 30 days following the Trustee in writing notice of any such redemption as soon as practicable. The Holder or Beneficial Owner applying for licenseredemption, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. Notwithstanding any other provision of the Indenture, immediately upon a Gaming Redemption Event, such Person shall, to the extent required by applicable Gaming Laws, have no further right: (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred if so ordered by such Notes Gaming Authority or (iiB) to receive any interest, dividends or any such other distributions or payments with respect to such Notes or any remuneration in any form with respect to such Notes from redemption price as shall be ordered by the Issuers or the Trustee, except the redemption priceGaming Authority.