Common use of Partnership and Limited Liability Company Interests Clause in Contracts

Partnership and Limited Liability Company Interests. (a) Subject to any applicable Gaming Laws, each Grantor that is a member, manager and/or partner of a Pledged Equity Issuer and each Grantor that is a Pledged Equity Issuer hereby grants consent under each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) to permit each member, manager and/or partner of such Pledged Equity Issuer (i) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner has rights, (ii) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwise. (b) Subject to any applicable Gaming Laws, in connection with the Collateral Agent’s exercise of any rights and/or remedies in accordance with Section 4.01, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.05. For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (c) Subject to any applicable Gaming Laws, during the period from the Closing Date until the termination of this Agreement in accordance with Section 5.13, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.05. The rights, powers and benefits granted pursuant to this Section 3.05 shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (d) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Date until the termination of this Agreement in accordance with Section 5.13, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary’s partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(h) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(h). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.05. 6(h) The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 without 6(h)without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary’s partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(k) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on ​ ​ and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(k). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.056(k). The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(k) without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary's partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(k) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(k). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.056(k). The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(k) without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and membership interests evidenced by a certificate, each which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(o) to permit each member, manager and/or and partner of such Pledged Equity Issuer (i) that is a Grantor to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii) rights and to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Partyitself and the Buyers, a lien on and security interest in such the Pledged Equity Interests and (iii) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of which such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's Grantor has rights in and to such Pledged Equity Interests and rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwise. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(o). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Date date hereof until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.056(o). The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Partythe Buyers, and each of their respective successors, assigns and designeesdesignated agents, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Date date hereof until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(o) without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary's partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(k) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(k). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.056(k). The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(k) without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary’s partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(m) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(m). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Date date hereof until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.05. 6(m) The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Date date hereof until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(m) without the prior written consent of the Collateral Agent.

Partnership and Limited Liability Company Interests. (ai) Subject Except with respect to any applicable Gaming Lawspartnership interests and limited liability company interests evidenced by a certificate, each which certificate has been pledged and delivered to the Agent pursuant to Section 4 hereof, no Grantor that is a memberpartnership or a limited liability company shall, manager and/or partner of a Pledged Equity Issuer and each nor shall any Grantor with any Subsidiary that is a Pledged Equity Issuer hereby grants consent under partnership or a limited liability company, permit such Subsidiary’s partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership interests shall constitute General Intangibles. (ii) Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or similar agreement to which such a Grantor is a party and relating to any Pledged Equity Interests (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(k) (A) to permit each member, manager and/or and partner of such Pledged Equity Issuer that is a Grantor (i1) to pledge all of the Pledged Equity Interests in which such member, manager and/or partner Grantor has rights, (ii2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such Pledged Equity Interests and (iii3) to, upon any foreclosure or other exercise of rights hereunder by the Collateral Agent in respect of on such Pledged Equity Interests (or any other sale or transfer of such Pledged Equity Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Equity Interests in lieu of such foreclosure) such member, manager and/or partner's rights in and to such Pledged Equity Interests and its rights and powers to manage and control the affairs of the applicable Pledged Equity Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwiseotherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Interests. (biii) Subject to any applicable Gaming Laws, in connection with Upon the Collateral Agent’s exercise occurrence and during the continuance of any rights and/or remedies in accordance with Section 4.01an Event of Default, the Collateral Agent or its designee (or any purchaser of the Pledged Equity Interests) shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 3.056(k). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. (civ) Subject to any applicable Gaming Laws, during During the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 3.056(k). The rights, powers and benefits granted pursuant to this Section 3.05 paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries. (dv) Each Grantor and each applicable Pledged Equity Issuer agrees that during the period from the Closing Effective Date until the termination of this Agreement in accordance with Section 5.13Termination Date, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 3.05 6(k) without the prior written consent of the Collateral Agent.