Common use of Voting and Consent Rights Clause in Contracts

Voting and Consent Rights. (a) The Holders shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the members of the Company, except as otherwise required under Delaware law or as expressly set forth in this Section 12 or the LLC Agreement. (b) For so long as any Class P Units remain outstanding: (i) unless a greater percentage is then required by the Delaware Act, without the prior written consent of the Requisite Class P Members, voting or consenting, as the case may be, separately as one class, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise, amend, alter or otherwise modify the LLC Agreement (including these Terms) so as to affect adversely the specified rights, preferences, privileges or consent rights of the Class P Units. For the avoidance of doubt and notwithstanding anything in this Section 12(b)(i) to the contrary but subject to Section 12(b)(ii)(A) below, any amendments in connection with (A) the creation and/or the issuance by the Company of any new class of Equity Securities (other than Senior Equity), (B) the right of the holders of any Membership Interests or Equity Securities to have registration rights with respect to such Membership Interests or Equity Securities, (C) Board representation rights, or consent or approval rights or other governance rights provided to the holders of such Membership Interests or Equity Securities as long as such rights do not eliminate any consent or approval rights of any of the Holders hereunder, or (D) affording holders thereof with the same rights and privileges generally afforded to Members pursuant to the LLC Agreement, including information rights and the inclusion of such Membership Interests, Equity Securities or the holders thereof in Section 7.04, Section 7.06 or Section 7.07 of the LLC Agreement, shall not be deemed to “adversely affect the specified rights, preferences, privileges or consent rights of the Class P Units”; (ii) without the prior written consent of the Requisite Class P Members, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise: (A) issue Senior Equity, other than Preferred Return paid in kind; (B) permit any entity that is an Intermediate Parent to issue any Equity Interest that has a preference with respect to distributions or upon Liquidation (other than Permitted Priority Distributions or provision therefor); or (C) amend, alter or otherwise modify or waive any provision of these Terms; and (iii) the prior written consent of the MSD Member shall be required to pursue any business activity in the gaming industry that would require the MSD Member or any of its Affiliates or employees to comply with licensing requirements or requirements for invasive or burdensome disclosure of private financial or personal information or that would impose any burdensome regulatory obligation or constraint on the MSD Member or such Affiliate or employee. It is acknowledged, pursuant to the representations and warranties provided in the Purchase Agreement, that the preceding sentence shall not be implicated by the business of the Company and its Subsidiaries as of the Closing Date. In addition, in the event that the MSD Member’s consent would be required pursuant to the first sentence of this Section 12(b)(iii), and the MSD Member’s withholding of such consent is preventing the Company or any Subsidiary from pursuing such gaming opportunities, the Company and the MSD Member shall negotiate in good faith to amend the MSD Member’s rights and obligations in a manner not materially less favorable to the MSD Member (for example, by converting any voting non-preferred equity into non-voting) so as to address such licensing or disclosure requirement or regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees. In addition, in the event any business activities of the Company or any Subsidiary, whether or not related to gaming, would impose any such requirement, obligation or constraint on the MSD Member or any of its Affiliates or employees, the Company shall reasonably cooperate with any request by the MSD Member to amend its rights and obligations in a manner no less favorable to the Company (for example, by converting any voting equity into non-voting) so as to address such regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees.

Voting and Consent Rights. (ai) The Holders shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the members holders of record of shares of the CompanyPreferred Stock shall have no voting rights, except as otherwise required under prescribed by the General Corporation Law of the State of Delaware law or and except as expressly set forth below in this Section 12 or the LLC Agreement6. (bii) For so long as any Class P Units remain outstanding: (i) unless a greater percentage is then required by the Delaware Act, without the prior written consent of the Requisite Class P Members, voting or consenting, as the case may be, separately as one class, the The Company shall not, directly or indirectly, whether by merger, consolidation or otherwise, amend, alter without the affirmative consent of the holders of a majority of the shares of Series B Preferred Stock then outstanding consenting as one class: (a) amend or otherwise modify the LLC Agreement alter this Certificate of Designations (including these Termsthe provisions of Section 6 hereof) so in any manner, that adversely affects in any material respect the specified rights, preferences or privileges of holders of Series B Preferred Stock; provided that no (x) merger or consolidation pursuant to which the Series B Preferred Stock is converted into or exchanged for securities or assets that are the same as the holders of Series B Preferred Stock would have received had they converted such Series B Preferred Stock immediately prior thereto (whether or not Stockholder Approval was obtained) or (y) increase in the amount of Common Stock or Preferred Stock authorized under the Certificate of Incorporation, in either case, shall be deemed to affect have adversely affected the specified rights, preferences, or privileges or consent rights of the Class P Units. For the avoidance of doubt and notwithstanding anything in this Section 12(b)(i) to the contrary but subject to Section 12(b)(ii)(A) below, any amendments in connection with (A) the creation and/or the issuance by the Company of any new class of Equity Securities (other than Senior Equity), (B) the right of the holders of Series B Preferred Stock; (b) reduce the number of shares of Series B Preferred Stock; (c) reduce the liquidation preference or the Redemption Price; (d) make any Membership Interests or Equity Securities share of Series B Preferred Stock payable in any form other than that stated in this Certificate of Designations; (e) make any change in the provisions of this Certificate of Designations relating to have registration waivers of the rights with respect of holders of Series B Preferred Stock to such Membership Interests or Equity Securities, receive the liquidation preference and dividends on the Series B Preferred Stock; or (Cf) Board representation rights, make any change in the foregoing amendment and waiver provisions. (iii) The Company in its sole discretion may without the vote or consent of any holders of the Series B Preferred Stock amend or approval supplement this Certificate of Designations: (a) to cure any ambiguity, defect, omission or inconsistency; (b) to provide for uncertificated Series B Preferred Stock in addition to or in place of certificated Series B Preferred Stock, if any; or (c) to make any change that would provide any additional rights or other governance rights provided benefits to the holders of such Membership Interests the Series B Preferred Stock or Equity Securities as long as such that does not adversely affect the legal rights do not eliminate any consent or approval rights under this Certificate of Designations of any such holder. (iv) The consent of the Holders hereunder, holders of the Series B Preferred Stock will not be required for the Company to increase or (D) affording holders thereof with decrease the same rights and privileges generally afforded to Members pursuant to the LLC Agreementamount of authorized capital stock of any class, including information rights any preferred stock, and such increase or decrease in the inclusion amount of such Membership Interests, Equity Securities or the holders thereof in Section 7.04, Section 7.06 or Section 7.07 of the LLC Agreement, authorized capital stock shall not be deemed to “affect adversely affect the specified rights, preferences, privileges or consent special rights of the Class P Units”; (ii) without the prior written consent holders of the Requisite Class P Members, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise: (A) issue Senior Equity, other than shares of Series B Preferred Return paid in kind; (B) permit any entity that is an Intermediate Parent to issue any Equity Interest that has a preference with respect to distributions or upon Liquidation (other than Permitted Priority Distributions or provision therefor); or (C) amend, alter or otherwise modify or waive any provision of these Terms; and (iii) the prior written consent of the MSD Member shall be required to pursue any business activity in the gaming industry that would require the MSD Member or any of its Affiliates or employees to comply with licensing requirements or requirements for invasive or burdensome disclosure of private financial or personal information or that would impose any burdensome regulatory obligation or constraint on the MSD Member or such Affiliate or employee. It is acknowledged, pursuant to the representations and warranties provided in the Purchase Agreement, that the preceding sentence shall not be implicated by the business of the Company and its Subsidiaries as of the Closing Date. In addition, in the event that the MSD Member’s consent would be required pursuant to the first sentence of this Section 12(b)(iii), and the MSD Member’s withholding of such consent is preventing the Company or any Subsidiary from pursuing such gaming opportunities, the Company and the MSD Member shall negotiate in good faith to amend the MSD Member’s rights and obligations in a manner not materially less favorable to the MSD Member (for example, by converting any voting non-preferred equity into non-voting) so as to address such licensing or disclosure requirement or regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees. In addition, in the event any business activities of the Company or any Subsidiary, whether or not related to gaming, would impose any such requirement, obligation or constraint on the MSD Member or any of its Affiliates or employees, the Company shall reasonably cooperate with any request by the MSD Member to amend its rights and obligations in a manner no less favorable to the Company (for example, by converting any voting equity into non-voting) so as to address such regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employeesStock.

Voting and Consent Rights. (a) The Holders shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the members holders of record of shares of the CompanySeries C Preferred Stock shall have no voting rights, except as otherwise required under Delaware law or prescribed by the General Corporation Law of the State of Delaware, as expressly set forth below in this Section 12 6, or as may be required by the LLC AgreementNew York Stock Exchange. (b) For so long The Company shall not, without the affirmative consent of the holders of a majority of the shares of Series C Preferred Stock then outstanding consenting as any Class P Units remain outstandingone class: (i) unless a greater percentage amend or otherwise alter this Certificate of Designations (including the provisions of Section 6 hereof) in any manner, that adversely affects in any material respect the specified rights, preferences or privileges of holders of Series C Preferred Stock; provided that no (x) merger or consolidation pursuant to which the Series C Preferred Stock is then required by converted into or exchanged for securities or assets that are the Delaware Act, without the prior written consent of the Requisite Class P Members, voting or consenting, same as the case may beholders of Series C Preferred Stock would have received had they converted such Series C Preferred Stock immediately prior thereto (whether or not Stockholder Approval was obtained) or (y) increase in the amount of Common Stock or Preferred Stock authorized under the Certificate of Incorporation, separately as one classin either case, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise, amend, alter or otherwise modify the LLC Agreement (including these Terms) so as be deemed to affect have adversely affected the specified rights, preferences, or privileges or consent rights of the Class P Units. For the avoidance of doubt and notwithstanding anything in this Section 12(b)(i) to the contrary but subject to Section 12(b)(ii)(A) below, any amendments in connection with (A) the creation and/or the issuance by the Company of any new class of Equity Securities (other than Senior Equity), (B) the right of the holders of Series C Preferred Stock; (ii) reduce the number of shares of Series C Preferred Stock; (iii) reduce the liquidation preference or the Redemption Price; (iv) make any Membership Interests or Equity Securities share of Series C Preferred Stock payable in any form other than that stated in this Certificate of Designations; (v) make any change in the provisions of this Certificate of Designations relating to have registration waivers of the rights with respect of holders of Series C Preferred Stock to such Membership Interests or Equity Securities, receive the liquidation preference and dividends on the Series C Preferred Stock; or (Cvi) Board representation rights, make any change in the foregoing amendment and waiver provisions. (c) The Company in its sole discretion may without the vote or consent of any holders of the Series C Preferred Stock amend or approval supplement this Certificate of Designations: (i) to cure any ambiguity, defect, omission or inconsistency; (ii) to provide for uncertificated Series C Preferred Stock in addition to or in place of certificated Series C Preferred Stock, if any; or (iii) to make any change that would provide any additional rights or other governance rights provided benefits to the holders of such Membership Interests the Series C Preferred Stock or Equity Securities as long as such that does not adversely affect the legal rights do not eliminate any consent or approval rights under this Certificate of Designations of any such holder. (d) The consent of the Holders hereunder, holders of the Series C Preferred Stock will not be required for the Company to increase or (D) affording holders thereof with decrease the same rights and privileges generally afforded to Members pursuant to the LLC Agreementamount of authorized capital stock of any class, including information rights any preferred stock, and such increase or decrease in the inclusion amount of such Membership Interests, Equity Securities or the holders thereof in Section 7.04, Section 7.06 or Section 7.07 of the LLC Agreement, authorized capital stock shall not be deemed to “affect adversely affect the specified rights, preferences, privileges or consent special rights of the Class P Units”; (ii) without the prior written consent holders of the Requisite Class P Members, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise: (A) issue Senior Equity, other than shares of Series C Preferred Return paid in kind; (B) permit any entity that is an Intermediate Parent to issue any Equity Interest that has a preference with respect to distributions or upon Liquidation (other than Permitted Priority Distributions or provision therefor); or (C) amend, alter or otherwise modify or waive any provision of these Terms; and (iii) the prior written consent of the MSD Member shall be required to pursue any business activity in the gaming industry that would require the MSD Member or any of its Affiliates or employees to comply with licensing requirements or requirements for invasive or burdensome disclosure of private financial or personal information or that would impose any burdensome regulatory obligation or constraint on the MSD Member or such Affiliate or employee. It is acknowledged, pursuant to the representations and warranties provided in the Purchase Agreement, that the preceding sentence shall not be implicated by the business of the Company and its Subsidiaries as of the Closing Date. In addition, in the event that the MSD Member’s consent would be required pursuant to the first sentence of this Section 12(b)(iii), and the MSD Member’s withholding of such consent is preventing the Company or any Subsidiary from pursuing such gaming opportunities, the Company and the MSD Member shall negotiate in good faith to amend the MSD Member’s rights and obligations in a manner not materially less favorable to the MSD Member (for example, by converting any voting non-preferred equity into non-voting) so as to address such licensing or disclosure requirement or regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees. In addition, in the event any business activities of the Company or any Subsidiary, whether or not related to gaming, would impose any such requirement, obligation or constraint on the MSD Member or any of its Affiliates or employees, the Company shall reasonably cooperate with any request by the MSD Member to amend its rights and obligations in a manner no less favorable to the Company (for example, by converting any voting equity into non-voting) so as to address such regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employeesStock.

Voting and Consent Rights. (a) The Holders Subject to the applicable Investor ------------------------- Unit Right Designation, Investors shall not be entitled or permitted have no right to vote on upon or consent to any matter required relating to the Partnership or permitted this Agreement and shall have no right to be voted upon by the members consent to any matter, whether such matter requires a vote, approval or consent of the CompanyPartners under this Agreement, except as otherwise required under Delaware law or as expressly set forth in this Section 12 or provided, however, the LLC Agreement. (b) For so long as any Class P Units remain outstanding: (i) unless a greater percentage is then required by the Delaware ActManaging -------- ------- General Partner shall not, without the prior written consent of a Majority in Interest of the Requisite Class P Members, voting Investors holding each class or consenting, as the case may be, separately as one class, the Company shall not, directly or indirectly, whether series of Investor Unit Rights affected by merger, consolidation or otherwisesuch amendment, amend, alter modify or otherwise modify terminate this Agreement; provided, further, -------- ------- that the LLC Managing General Partner shall have the power, without the consent of a Majority in Interest of the Investors, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including these Termsthe delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) so as to affect adversely for the specified rights, preferences, privileges or consent rights benefit of the Class P Units. For the avoidance of doubt and notwithstanding anything in this Section 12(b)(iLimited Partners; (2) to reflect the contrary but subject admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to Section 12(b)(ii)(A) below, any amendments amend Exhibit A in connection with such admission, --------- substitution or withdrawal; (A3) to amend Exhibit B in connection with any grant, Transfer, --------- Redemption or termination of Investor Unit Rights; (4) to reflect a change that is of an inconsequential nature or does not adversely affect in any material respect the creation and/or Investors holding the issuance by the Company respective class or series of Investor Unit Rights, or to cure any new class of Equity Securities (ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other than Senior Equity)provisions, (B) the right of the holders of any Membership Interests or Equity Securities to have registration rights make other changes with respect to such Membership Interests matters arising under this Agreement that will not be inconsistent with law or Equity Securities, (C) Board representation rights, or consent or approval rights or other governance rights provided to the holders of such Membership Interests or Equity Securities as long as such rights do not eliminate any consent or approval rights of any of the Holders hereunder, or (D) affording holders thereof with the same rights and privileges generally afforded to Members pursuant to the LLC provisions of this Agreement, including information rights and the inclusion of such Membership Interests, Equity Securities or the holders thereof in Section 7.04, Section 7.06 or Section 7.07 of the LLC Agreement, shall not be deemed to “adversely affect the specified rights, preferences, privileges or consent rights of the Class P Units”; (ii5) without the prior written consent to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of the Requisite Class P Members, the Company shall not, directly a Federal or indirectly, whether by merger, consolidation state agency or otherwise: (A) issue Senior Equity, other than Preferred Return paid contained in kindFederal or state law; (Ba) permit to reflect such changes as are reasonably necessary (i) for any entity that is an Intermediate Parent Special Limited Partner to issue maintain its status as a "qualified REIT subsidiary" within the meaning of Code Section 856(i)(2) or (ii) for WEA to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any Equity part of a Partnership Interest that has a preference among WEA, any Special Limited Partner or any other Affiliate or "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to distributions or upon Liquidation (other than Permitted Priority Distributions or provision therefor); orWEA; (C7) amend, alter to modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of "Capital Account" or otherwise modify contemplat ed by the Code or waive any provision the Regulations); (8) to reflect the issuance of these Termsadditional Partnership Interests in accordance with Section 4.2; and (iii9) to reflect the prior written consent grant of Investor Unit Rights in accordance with Section 13.1. The Managing General Partner will provide notice to Investors entitled to act thereon when any action under this Section 13.5.C is taken. Notwithstanding the MSD Member shall be required to pursue any business activity in the gaming industry that would require the MSD Member or any of its Affiliates or employees to comply with licensing requirements or requirements for invasive or burdensome disclosure of private financial or personal information or that would impose any burdensome regulatory obligation or constraint on the MSD Member or such Affiliate or employee. It is acknowledgedforegoing, pursuant to the representations and warranties provided in the Purchase Agreement, that the preceding sentence this Agreement shall not be implicated amended, and no action may be taken by the business Managing General Partner, without the consent of each Investor adversely affected thereby, if such amendment or action would (i) convert an Investor into a Partner hereunder, (ii) modify the Company and its Subsidiaries as limited liability of an Investor, (iii) alter the Closing Date. In additionrights of any Investor to receive the distributions to which such Investor is entitled, or alter the allocations specified in the event that the MSD Member’s consent would be required pursuant to the first sentence of this Section 12(b)(iii), and the MSD Member’s withholding of such consent is preventing the Company or any Subsidiary from pursuing such gaming opportunities, the Company and the MSD Member shall negotiate in good faith to amend the MSD Member’s rights and obligations in a manner not materially less favorable to the MSD Member (for example, by converting any voting non-preferred equity into non-voting) so as to address such licensing or disclosure requirement or regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees. In addition, in the event any business activities of the Company or any Subsidiary, whether or not related to gaming, would impose any such requirement, obligation or constraint on the MSD Member or any of its Affiliates or employees, the Company shall reasonably cooperate with any request by the MSD Member to amend its rights and obligations in a manner no less favorable to the Company (for example, by converting any voting equity into non-voting) so as to address such regulatory requirement, obligation or constraint on the MSD Member or its applicable Affiliates or employees.Agreement,