Common use of Rights of the Lenders and the Agent Clause in Contracts

Rights of the Lenders and the Agent. If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rights, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests and make application thereof to the Obligations in such order as the Agent may determine and (ii) the Agent shall have the right to cause all of the Pledged Equity Interests to be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (x) all voting and corporate or limited liability company (as the case may be) and other rights pertaining to such Pledged Equity Interests at any meeting of equity holders of any Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests Stock and make application thereof to the Guarantee Obligations in such order as the Agent may determine and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting of equity holders shareholders of any the Issuer or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) to the Agent except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends and distributions paid in respect of the Pledged Equity Interests Property and make application thereof to the Obligations in such order as the Agent may determine and (ii) the Pledged Property or portion thereof designated by the Agent shall have the right to cause all of the Pledged Equity Interests to be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and corporate or limited liability company (as the case may be) voting, partnership and other rights pertaining to such the Pledged Equity Interests Property at any meeting of equity holders partners of any Issuer the Partnership or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such the Pledged Equity Interests Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Property upon the merger, conversion, consolidation, reorganization, recapitalization or other fundamental change in the entity structure of any Issuerthe Partnership , or upon the exercise by the Pledgor or the Agent of any rightrights, privilege privileges or option options pertaining to such the Pledged Equity InterestsProperty, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), ) all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an a Holdco Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsits rights hereunder to Holdings, subject to applicable Gaming Laws and subject to paragraphs 2, 3 and 4, (i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Equity Interests and make application thereof to the Holdco Guaranteed Secured Obligations in a manner consistent with paragraph 16 (other than cash distributions made to Holdings permitted by Section 6.06(b) of the Credit Agreement and not prohibited by any Other Holdco Guaranteed Agreement, without duplication, which such order as the Agent distributions may determine be received and retained by Holdings), and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and corporate or limited liability company (as the case may be) other consensual rights and other rights powers pertaining to such shares of the Pledged Equity Interests at any meeting of equity holders the board of any Issuer directors of the Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuerthe Borrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Agent shall have no duty to the Pledgor Holdings to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsits rights hereunder to Holdings, subject to applicable Gaming Laws, (i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Equity Interests and make application thereof to the Obligations in a manner consistent with Section 15 (other than cash distributions made to Holdings pursuant to Section 6.06(b) of the Credit Agreement, which such order as the Agent distributions may determine be received and retained by Holdings), and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and corporate or limited liability company (as the case may be) other consensual rights and other rights powers pertaining to such shares of the Pledged Equity Interests at any meeting of equity holders the board of any Issuer directors of the Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuerthe Borrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Agent shall have no duty to the Pledgor Holdings to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and continuing, the Agent shall (unless such Event of Default is an Event of Default specified in Sections 8.4 or 8.5 of the Loan Agreement, in which case no such notice need be given) give notice to the Pledgor of its intent to exercise such rightsits rights hereunder to the Pledgor, in which case: (i) all rights of the Agent Pledgor (A) to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 6 hereof shall, upon written notice to the Pledgor by the Agent, cease and (B) to receive the dividends, distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 6 hereof shall automatically cease; (ii) all dividends, distributions and interest payments that are received by the Pledgor contrary to the provisions of subsection (i) shall be received in trust for the Agent, on behalf of the Lender Group, shall be segregated from other property and funds of the Pledgor and shall be forthwith paid over to the Agent, on behalf of the Lender Group, in the same form as so received (with any necessary endorsement); (iii) the Agent, on behalf of the Lender Group, shall have the right to receive any and all cash dividends dividends, interest or other income paid in respect of the Pledged Equity Interests Securities and make application thereof to the Obligations as provided in such order as Section 2.4(b) of the Agent may determine Loan Agreement; and (iiiv) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise exercise: (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting of equity holders shareholders of any Issuer the Pledgor’s Restricted Subsidiaries or otherwise otherwise; and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests Stock as if it were the Agent was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Pledgor’s Restricted Subsidiaries, or upon the exercise by the Pledgor or the Agent Agent, of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default ----------------------------------- shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rights, rights to the Pledgor: (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests Stock and make application thereof to the Secured Obligations in such order as the Agent it may determine determine, and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting of equity holders shareholders of any the relevant Issuer or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests Stock and make application thereof to the Guarantee Obligations in such order as the Agent may determine and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting of equity holders shareholders of any Issuer the Issuers or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) to the Agent except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests Stock, and to make application thereof to the Obligations in such order as the Agent may determine and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting meetings of equity holders shareholders of any Issuer or otherwise otherwise, and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to any of such shares of the Pledged Equity Interests Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to any of such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) to the Agent except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a). (a) If an a Holdco Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsits rights hereunder to Holdings, subject to applicable Gaming Laws and subject to paragraphs 2, 3 and 4, (i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Equity Interests and make application thereof to the Holdco Guaranteed Secured Obligations in a manner consistent with paragraph 16 (other than cash distributions made to Holdings permitted by Section 6.06(b) of the Credit Agreement and not prohibited by any Other Holdco Guaranteed Agreement, without duplication, which such order as the Agent distributions may determine be received and retained by Holdings), and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and corporate or limited liability company (as the case may be) other consensual rights and other rights powers pertaining to such shares of the Pledged Equity Interests at any meeting of equity holders the board of any Issuer directors of the Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuerthe Borrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Agent shall have no duty to the Pledgor Holdings to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Equity Interests Stock and make application thereof to the Obligations in such order as the Agent may determine and (ii) the Agent shall have the right to cause all shares of the Pledged Equity Interests to Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting and voting, corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Equity Interests Stock at any meeting of equity holders shareholders of any Issuer the Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Equity Interests Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Borrower, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Equity InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability (other than for its gross negligence or willful misconduct) to the Agent except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.