Common use of Other Capital Commitments Clause in Contracts

Other Capital Commitments. If the Company requires capital (other than New Capital) that the Board has specifically approved to be contributed by the Capital Members pursuant to an applicable Approved Operating Plan or Approved Development Budget (other than the Approved Development Budget for the Expansion Project, which is addressed in Section 3.4(a) above) (the “Necessary Capital”), DLJMB shall request, on behalf of the Company, that the Capital Members make additional Capital Contributions by providing written notice thereof (a “Capital Call Notice”) not less than ten (10) Business Days prior to the date on which the additional Capital Contributions are to be made. Each Capital Call Notice shall specify the purpose for which the Capital Contributions are required to be made. Upon receipt of any such Capital Call Notice, the Necessary Capital shall be funded by the Capital Members in accordance with their Percentage Interests. Notwithstanding the foregoing, the Capital Members acknowledge and agree that when approving any Approved Development Project, the Board will also approve a financing plan for such Approved Development Project. Such financing plan shall specify the Capital Members’ obligations, if any, for additional Capital Contributions in connection with such Approved Development Project. No Capital Member shall be obligated under this Section 3.4(b) to make a Capital Contribution in respect of Necessary Capital unless such Capital Contribution is expressly contemplated by the applicable Approved Development Budget (in the case of an Approved Development Project) or Approved Operating Plan. If the Company requires capital (other than New Capital) to be contributed by the Capital Members to fund an unexpected shortfall in capital that was either (i) to be provided by a capital source other than the Capital Members pursuant to such Approved Operating Plan or Approved Development Budget or (ii) not contemplated by the Approved Operating Plan, but reasonably necessary to continue the day to day operations of the Hotel/Casino as then currently conducted (in either case, the “Operating Capital”), DLJMB may in its reasonable discretion request, on behalf of the Company, that the Capital Members make additional Capital Contributions by providing a Capital Call Notice not less than ten (10) Business Days prior to the date on which the additional Capital Contributions are to be made. Upon receipt of any such Capital Call Notice, the Operating Capital shall be funded by the Capital Members in accordance with their Percentage Interests; provided, however, that, notwithstanding anything to the contrary in this Agreement (including Section 3.5 hereof), Morgans Co. may elect in its sole discretion for the Morgans Parties not to fund all or any portion of their aggregate pro rata amount of the Operating Capital, which election shall be made, if at all, by providing DLJMB written notice thereof at least five (5) Business Days prior to the date on which the additional Capital Contributions are to be made. In the event Morgans Co. makes any such election, the DLJMB Parties may in their sole discretion fund, on the date set forth in the Capital Call Notice, that portion of the Morgans Parties’ aggregate pro rata share of the Operating Capital that Morgans Co. (on behalf of the Morgans Parties) elected not to make (in which case the relative Percentage Interests of the Capital Members shall be adjusted pursuant to Section 3.6).

Other Capital Commitments. If the Company requires capital (other than New Required Expansion Capital) that the Board has specifically approved to be contributed by the Capital Members and as approved by the Board pursuant to an the applicable Approved Operating Plan or an Approved Development Budget (other than the Approved Development Budget for the Expansion Project, which is addressed in Section 3.4(a) above) ), (the “Necessary Capital”), DLJMB shall request, on behalf of the Company, that the Capital Members make additional Capital Contributions by providing written notice thereof (a “Capital Call Notice”) Notice not less than ten (10) Business Days prior to the date on which the additional Capital Contributions are to be made. Each Capital Call Notice shall specify the purpose for which the Capital Contributions are required to be made. Upon receipt of any such Capital Call Notice, the Necessary Capital shall be funded by the Capital Members in accordance with their Percentage Interests. Notwithstanding the foregoing, the Capital Members acknowledge and agree that when approving any Approved Development Project, the Board will also approve a financing plan for such Approved Development Project. Such financing plan shall specify the Capital Members’ obligations, if any, for additional Capital Contributions in connection with such Approved Development Project. No Capital Member shall be obligated under this Section 3.4(b) to make a Capital Contribution in respect of Necessary Capital unless such Capital Contribution is expressly contemplated by the applicable Approved Development Budget (in the case of an Approved Development Project) or Approved Operating Plan. If the Company requires capital (other than New Required Expansion Capital) to be contributed by the Capital Members to fund an unexpected shortfall in capital that was either (i) to be provided by a capital source other than the Capital Members pursuant to such Approved Operating Plan or Approved Development Budget or (ii) not contemplated by the Approved Operating Plan, but reasonably necessary to continue the day to day operations of the Hotel/Casino as then currently conducted (in either case, the “Operating Capital”), DLJMB may in its reasonable discretion request, on behalf of the Company, that the Capital Members make additional Capital Contributions by providing a Capital Call Notice not less than ten (10) Business Days prior to the date on which the additional Capital Contributions are to be made. Upon receipt of any such Capital Call Notice, the Operating Capital shall be funded by the Capital Members in accordance with their Percentage Interests; provided, however, that, notwithstanding anything to the contrary in this Agreement (including Section 3.5 hereof), Morgans Co. may elect in its sole discretion for the Morgans Parties not to fund all or any portion of their aggregate pro rata amount of the Operating Capital, which election shall be made, if at all, by providing DLJMB written notice thereof at least five (5) Business Days prior to the date on which the additional Capital Contributions are to be made. In the event Morgans Co. makes any such election, the DLJMB Parties may in their sole discretion fund, on the date set forth in the Capital Call Notice, that portion of the Morgans Parties’ aggregate pro rata share of the Operating Capital that Morgans Co. (on behalf of the Morgans Parties) elected not to make (in which case the relative Percentage Interests of the Capital Members shall be adjusted pursuant to Section 3.63.6(b)).