Common use of Merger, Consolidation and Sale of Assets Clause in Contracts

Merger, Consolidation and Sale of Assets. (a) The Company shall not merge or consolidate with or into any other entity (other than a merger or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its Property unless (i) the entity formed by or surviving any such consolidation or merger (if the Company is not the surviving entity) or the Person to which such sale, assignment, transfer, lease or conveyance is made (the “Successor”) (A) shall be a Person (other than an individual) organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such Person shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor.

Merger, Consolidation and Sale of Assets. (a) The Company LNR shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of LNR’s assets (determined on a consolidated basis for LNR and its Property unless Subsidiaries) unless: (i) either (1) LNR shall be the entity surviving or continuing corporation or (2) the Person (if other than LNR) formed by or surviving any such consolidation or merger (if the Company into which LNR is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of LNR and its Subsidiaries substantially as an entirety (the “SuccessorSurviving Entity”) (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of LNR to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), LNR or such Surviving Entity, as the Company; provided that if any Successor is not a corporationcase may be, there shall be a co-issuer that is a corporation and (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be owned by such Successor, able to incur at least $1.00 of additional Indebtedness (iiother than additional Permitted Indebtedness) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety pursuant to one Person, Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company LNR or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not Borrower will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Borrower's assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Borrower shall be the surviving or continuing corporation or (2) the Person (if other than the Borrower) formed by or surviving any such consolidation or merger (if into which the Company Borrower is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture an amended subordinated credit agreement (in form and substance reasonably satisfactory to the Administrative Agent), executed and delivered to the Trustee by such PersonAdministrative Agent, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Loans and any other Obligations hereunder and the due and punctual performance and observance of all every covenant in this Agreement on the covenants, conditions and obligations under part of the Notes, this Indenture, and the Registration Rights Agreement Borrower to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or series anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; (iii) immediately before and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (including i)(2)(y) above (including, without limitation, giving effect to any Indebtedness Incurred incurred or anticipated to be Incurred incurred and any Lien granted or anticipated to be granted in connection with such transaction or series in respect of transactionsthe transaction), the Company or the Successor, as the case may be, Borrower would be able to Incur at least incur $1.00 of additional Indebtedness pursuant to under Section 4.12. In connection with any such supplemental indenture, there 6.01(xvii); and (iv) the Borrower or the Surviving Entity shall be have delivered to the Trustee Administrative Agent an Officers’ Officer's Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya subordinated amended credit agreement is required in connection with such transaction, complies such amended credit agreement comply with the applicable provisions of this Indenture, Agreement and that all conditions precedent in this Agreement relating to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Property unless Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or con- tinuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation, limited liability company or similar entity organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due performance of every covenant of the Notes and punctual performance and observance this Indenture on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, continuing and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if anycomply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, complies with the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The foregoing provisions shall not apply to (w) any transfer of the properties or assets of a Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company, (x) any merger of a Restricted Subsidiary of the Company into the Company or (y) any merger of the Company into a Restricted Subsidiary of the Company. In addition, the requirements of clause (ii)(2) of the first paragraph of this Indenture, Section 5.01 shall not apply to any merger into the Company of a Person that (i) owns more than 50% of the outstanding Common Stock of the Company and such Opinion (ii) has no Indebtedness (other than any guarantees of Counsel shall also state that such supplemental indenture constitutes Indebtedness of the legal, valid Company and binding obligation of such Successorthe Subsidiary Guarantors).

Merger, Consolidation and Sale of Assets. (a) The Indenture shall provide that the Company shall not merge or consolidate with or into any other entity (other than may not, in a merger or consolidation of a Restricted Subsidiary with or into the Company) or in one single transaction or through a series of related transactions transactions, consolidate with or merge with or into, or sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its Property assets to, another Person or adopt a plan of liquidation, unless (ia) either the entity formed by Company shall be the survivor of such merger or surviving any such consolidation or merger (if the Company is not the surviving entity) Person is a corporation, partnership, limited liability company or the Person to which such sale, assignment, transfer, lease or conveyance is made (the “Successor”) (A) shall be a Person (other than an individual) trust organized and existing under the laws of the United States of America or a State States, any state thereof or the District of Columbia and such surviving Person shall expressly assume, by a supplemental indenture executed and delivered to indenture, all the Trustee by such Person, the due and punctual payment obligations of the principal, premium, if any, interest and Additional Interest, if any, on all Company under the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this related Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iiib) immediately before and after giving effect to such transaction or series of transactions (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, (c) immediately after giving effect to such transaction and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing, continuing and (ivd) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance 40 transfer or adoption and such supplemental indenture, if any, complies indenture comply with this the Indenture, that the surviving Person (if other than the Company) agrees to be bound thereby and that all conditions precedent in the Indenture relating to such Opinion transaction have been satisfied. Notwithstanding the foregoing clauses (b), (c) and (d), any Restricted Subsidiary of Counsel the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall also state that such supplemental indenture constitutes be deemed to be the legal, valid transfer of all or substantially all of the properties and binding obligation assets of such Successorthe Company.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, the Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of such Successorthe Company. Notwithstanding clauses (a) (ii), (iii) and (iv), (A) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. SECTION 5.02.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's properties and assets (determined on a consolidated basis for the Company and its Property unless Restricted Subsidiaries), whether as an entirety or substantially as an entirety to any Person, unless: (a) either (i) the entity Company shall be the surviving or continuing corporation or (ii) the Person (if other than the Company) including, without limitation, a Restricted Subsidiary, formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this the Indenture, the Security Documents and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iiib) immediately before and after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactions on such transaction), the Company or such Surviving Entity, as the case may be, (i) shall have a pro forma basisConsolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (ivd) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions hereof and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of the Company. Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Subsidiary Guarantee is to be released in accordance with the terms of the Subsidiary Guarantee and this Indenture in connection with any transaction complying with the provisions of the Indenture described under Article Five) will not, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to, any Person other than the Company or another Subsidiary Guarantor unless: (a) the entity formed by or surviving any such Successorconsolidation or merger (if other than the Subsidiary Guarantor) or to which such disposition shall have been made is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia; (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (b) of the first paragraph of this Section 5.01. Any merger or consolidation of a Subsidiary Guarantor with and into, or disposition of all or substantially all of its properties and assets to, the Company (with the Company being the Surviving Entity) or another Subsidiary Guarantor need only comply with clause (d) of the first paragraph of this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Property unless Subsidiaries) unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia or the federal laws of Canada or any province thereof and such Person (y) shall expressly assumeassume as primary obligor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i) (2) (y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i) (2) (y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ Certificate officer's certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity Person (other than a merger whether or consolidation of a Restricted Subsidiary with not the Company is the surviving corporation), or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company’s assets (determined on a consolidated basis for the Company and the Company’s Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company’s Subsidiaries substantially as an entirety (the “SuccessorSurviving Entity”) (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, interest and premium and Additional Interest, if any, and interest on all of the Notes Securities and the due performance of every covenant of the Securities and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04 unless such transaction is solely to form a new holding company for the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if any, complies comply with the applicable provisions of this Indenture, Indenture and that all conditions precedent in this Indenture relating to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Property unless Restricted Subsidiaries) unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assumeassume as primary obligor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by or observed, as the Companycase may be; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (i) (2) (y) above (including without limitation, giving effect to any Indebtedness Incurred and Acquired Indebtedness incurred or anticipated to be Incurred incurred in connection with or in respect of such transaction or series of transactionstransaction), the Company or the Successorsuch Surviving Entity, as the case may be, would (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to Incur incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor.;

Merger, Consolidation and Sale of Assets. (a) The Company shall not consolidate with or merge or consolidate with or into any other entity (other than a merger Person or, directly or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions indirectly, sell, conveylease, assign, transfer, lease or otherwise dispose of convey all or substantially all of its Property assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Company is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume all of the obligations of the Company under this Indenture, the Parent Guarantee and the Security Documents by appropriate documents supplemental hereto and thereto, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Company immediately prior to such transaction; and (iv) except for a consolidation or merger of the Company with or into any Wholly Owned Restricted Subsidiary (including the Issuer), the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a). For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Issuer shall not consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Issuer is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume all of the obligations of the Issuer under this Indenture and the Notes by a supplemental indenture, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Issuer immediately prior to such transaction; (iv) except for a consolidation or merger of the Issuer with or into the Company or any Wholly Owned Restricted Subsidiary, the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a); (v) the Company shall have executed and delivered to the Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligation to pay the principal of, premium, if any, and interest on the Notes pursuant to the Parent Guarantee and to perform all its covenants hereunder and under the Parent Guarantee; (vi) each Subsidiary Guarantor shall have executed and delivered to the Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligations to pay the principal of, premium, if any, and interest on the Notes pursuant to its Subsidiary Guarantee; (vii) the Trustee shall have received an Opinion of Counsel to the effect that such consolidation, merger, sale, assignment, conveyance, transfer or lease will not result in the Issuer being required to make any deduction for or on account of taxes from payments made under or in respect of the Notes. For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Company shall not permit or allow any Subsidiary Guarantor to consolidate with or merge with or into any other Person or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) the entity Person formed by or surviving any such consolidation or merger (if the Company is not the surviving entityother than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease or conveyance is made (the “Successor”) transferee entity (A) shall be is a Person (other than an individual) corporation organized and existing under the laws of the United States of America or a State thereof America, any state thereof, or the District of Columbia and (B) expressly assumes all the obligations of such Person shall expressly assumeSubsidiary Guarantor pursuant to a supplemental indenture, by supplemental indenture executed and delivered in a form satisfactory to the Trustee by such PersonTrustee, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all under the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basistransaction, no Default or Event of Default shall have occurred exists and be continuing, and (iv) immediately after giving effect to such transaction transaction, the resulting, surviving or series transferee entity could incur $1.00 of transactions additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a), and (iii) such Subsidiary Guarantor or the Person formed by or surviving any such consolidation or merger or the transferee entity on a pro forma basis will have Net Worth (including without limitationimmediately after the transaction) equal to or greater than the Net Worth of such Subsidiary Guarantor immediately preceding the transaction; provided that, any Indebtedness Incurred the foregoing shall not apply to a merger, consolidation, sale or anticipated to be Incurred in connection with other such transaction between Subsidiary Guarantors, between the Issuer and any Subsidiary Guarantor or series of transactions), between the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12and any Subsidiary Guarantor. In connection with any such supplemental indentureconsolidation, there shall be delivered merger, sale, lease, assignment, transfer or conveyance that is subject to the Trustee provisions of this Section 5.01, the Company shall deliver to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidationtransaction and the supplemental indenture (or, mergerin the case of the Company, sale, transfer, lease or conveyance and such any other supplemental indenture, if any, complies document delivered pursuant to this Section 5.01) comply with this Indenture, Section 5.01 and that all conditions precedent in this Indenture provided for in relation to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been complied with.

Merger, Consolidation and Sale of Assets. (a) The Company Holdings shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless Holdings' assets (determined on a consolidated basis for Holdings and Holdings' Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) Holdings shall be the entity surviving or continuing corporation or (2) the Person (if other than Holdings) formed by or surviving any such consolidation or merger (if the Company into which Holdings is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of Holdings and of Holdings' Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due and punctual performance and observance of all every covenant of the covenants, conditions and obligations under the NotesSecurities, this Indenture, Indenture and the Registration Rights Holdings Escrow Agreement on the part of Holdings to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Holdings or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.03; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company Holdings or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if any, complies comply with the applicable provisions of this Indenture, Indenture and that all conditions precedent in this Indenture relating to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey 77 -69- or otherwise dispose of) all or substantially all of its Property the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless (i) either: (a) the entity Company shall be the surviving or continuing corporation; or (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”) "Surviving Entity"): (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia Columbia; and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principal, principal of (and premium, if any, ) and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (Ba) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (b) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.11; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (a)(ii), valid (iii) and binding obligation (iv) of such Successorthis Section 5.01, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its property and assets to the Company or any other Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction in the United States.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Property unless Subsidiaries) unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and its Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2)(x) shall be owned by such Successor, able to incur at least $1.00 of additional Indebtedness (iiother than Permitted Indebtedness) pursuant to Section 4.12 or (y) in the case of a salemerger or consolidation with Holdings, transfer, assignment, lease, conveyance shall have a Consolidated Fixed Charge Coverage Ratio equal to or other disposition of all or substantially all greater than the Consolidated Fixed Charge Coverage Ratio of the Company’s Property, Company immediately prior to such Property shall have been transferred as an entirety or virtually as an entirety to one Person, transaction; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limita- tion, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions hereof and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Com- pany and its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Company or a Restricted Subsidiary of the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company or a Restricted Subsidiary of the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's assets determined on a consolidated basis for the Company and its Property unless Restricted Subsidiaries (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities, this Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the execution of such supplemental indenture have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company (other than to a Wholly Owned Subsidiary that is a Guarantor), the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such surviving entity had been named as such and the Company shall be relieved of all of its Obligations and duties under this Indenture and the Securities. Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company is not the surviving entityGuarantor) or the Person to which such sale, assignmentlease, transfer, lease conveyance or conveyance other disposition shall have been made is made (the “Successor”) (A) shall be a Person (other than an individual) corporation organized and existing under the laws of the United States of America or a any State thereof or the District of Columbia and Columbia; (ii) such Person shall expressly assume, entity assumes by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, Obligations of the Guarantor on the Guarantee; (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basistransaction, no Default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series and the use of transactions any net proceeds therefrom on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions)basis, the Company could satisfy the provisions of clause (ii) of the first paragraph of this Section 5.01. Any merger or consolidation of a Guarantor with and into the Successor, as Company (with the case may be, would be able to Incur at least $1.00 Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies Company need not comply with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such SuccessorSection 5.01.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety to any Person unless: (a) either (i) the Company or such Restricted Subsidiary, as the case may be, shall be the surviving or continuing corporation or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (i) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (d) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions hereof and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of its Property unless the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, nothing in this Section shall prohibit the merger of CGGS with and into Canadian Abraxas. Each Subsidiary Guarantor (iother than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of the Indenture described under Article Five) will not, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Company is not the surviving entitySubsidiary Guarantor) or the Person to which such sale, assignmentlease, transfer, lease conveyance or conveyance other disposition shall have been made is made (the “Successor”) (A) shall be a Person (other than an individual) corporation organized and existing under the laws of the United States of America or a State any state thereof or the District of Columbia and Columbia; (b) such Person shall expressly assume, entity assumes by execution of a supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, obligations of the Subsidiary Guarantor under its Guarantee; (iiic) immediately before and after giving effect to such transaction or series of transactions on a pro forma basistransaction, no Default or Event of Default shall have occurred and be continuing, ; and (ivd) immediately after giving effect to such transaction or series and the use of transactions any net proceeds therefrom on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions)basis, the Company could satisfy the provisions of clause (b) of the first paragraph of this covenant. Any merger or consolidation of a Subsidiary Guarantor with and into the Successor, as Company (with the case may be, would be able to Incur at least $1.00 Company being the surviving entity) or another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary need only comply with clause (d) of additional Indebtedness pursuant to the first paragraph of this Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor5.01.

Merger, Consolidation and Sale of Assets. (a) The Company LNR shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of LNR's assets (determined on a consolidated basis for LNR and its Property unless Subsidiaries) unless: (i) either (1) LNR shall be the entity surviving or continuing corporation or (2) the Person (if other than LNR) formed by or surviving any such consolidation or merger (if the Company into which LNR is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of LNR and its Subsidiaries substantially as an entirety (the “Successor”"SURVIVING ENTITY") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of LNR to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), LNR or such Surviving Entity, as the Company; provided that if any Successor is not a corporationcase may be, there shall be a co-issuer that is a corporation and (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be owned by such Successor, able to incur at least $1.00 of additional Indebtedness (iiother than additional Permitted Indebtedness) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety pursuant to one Person, SECTION 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company LNR or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a1) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Property unless Subsidiaries) unless: (i) either (a) the entity Company shall be the surviving or continuing corporation or (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and its Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture Supplemental Indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due performance of every covenant of the Notes and punctual performance and observance this Supplemental Indenture on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (Ba) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (b) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than additional Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya Supplemental Indenture is required in connection with such transaction, complies such Supplemental Indenture comply with the applicable provisions of this Indenture, Supplemental Indenture and that all conditions precedent in this Supplemental Indenture relating to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger whether or consolidation of a Restricted Subsidiary with not the Company is the surviving corporation), or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its Property unless properties or assets to, another corporation, Person or entity unless: (i) the Company is the surviving corporation, or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company is not under the Collateral Agreements, the Registration Rights Agreement, the Warrant Agreement, the New Intercreditor Agreements and all Obligations of the Company under the Notes and this Indenture, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction (including giving effect to any Indebtedness and Acquired Debt incurred or expected to be incurred in connection with or in respect of such transaction and to any assumption required by clause (ii) above) no Default or Event of Default exists; (iv) the Company or any corporation formed by or surviving entity) any such consolidation or the Person merger, or to which such sale, assignment, transfer, lease conveyance or conveyance is other disposition will have been made (the “Successor”) (A) shall be a Person will have Consolidated Net Worth (other immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than an individual) organized and existing under the laws Consolidated Net Worth of the United States of America or a State thereof or Company immediately preceding the District of Columbia and such Person shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation transaction and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by will, at the time of such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before transaction and after giving pro forma effect to thereto as if such transaction or series had occurred at the beginning of transactions on a pro forma basisthe applicable four quarter period, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect permitted to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with 4.12 of this Indenture and will have a Fixed Charge Coverage Ratio, determined on a pro forma basis, greater than or equal to the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (v) the Company or the entity or Person formed by or surviving any such supplemental indentureconsolidation or merger, there or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such any supplemental indenture constitutes required in connection with such transaction comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property the Company's assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless (i) either (a) the entity Company shall be the surviving or continuing corporation or (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State States, any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of such Successorthe Company.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form satisfactory in all respects to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principal, premium, if any, principal of and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of transactions on such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a pro forma basisConsolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction, and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or sub- stantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and the Company, if surviving, will be automatically discharged from all of its obligations under this Indenture and the Notes. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or conveyance and such supplemental indenture, if any, complies with this Indenturetransfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successorsurviving entity had been named as such.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for -70- the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing ---------------- under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due performance of every covenant of the Securities and punctual performance and observance this Indenture on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction on a pro --- forma basis and the assumption contemplated by clause (i)(2)(y) above (including ----- giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.04; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basisbasis and the assumption --- ----- contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding clause (ii) and (iii) above, valid and binding obligation the merger of such Successorthe Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. Each of BI ---------------------------------------- and the Issuer (aeach a "Constituent Entity") The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its Property unless the Constituent Entity's assets whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) such Constituent Entity shall be the surviving or continuing entity or (2) the Person or Persons (if other than such Constituent Entity) formed by or surviving any such consolidation or merger (if the Company into which such Constituent Entity is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease or conveyance is made (the “Successor”) (A) shall be a Person (other than an individual) organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such Person shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the properties and assets of such Constituent Entity (the "Surviving Entity") shall be a Person or Persons organized and existing under the laws of any jurisdiction of the Company’s PropertyUnited States and shall expressly assume, such Property shall have been transferred as an entirety or virtually as an entirety by supplemental indenture (in form and substance satisfactory to one Personthe Trustee), executed and delivered to the Trustee, (iiia) in the case of a transaction involving the Issuer, the due and punctual payment of the principal and interest on all of the Notes and the performance of every covenant and obligation of the Issuer under the Notes and the Indenture and the Security Documents to be performed or observed or (b) in the case of a transaction involving BI, the Guarantee Obligations and the other obligations of BI under the Indenture; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basisand the assumption contemplated above, no Default or Event of Default shall have occurred and or be continuing, ; and (iviii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company Constituent Entity or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the preceding sentence, valid so long as no Default or Event of Default shall have occurred or be continuing, (a) any subsidiary of BI or the Issuer may consolidate with, merge into or transfer all or part of its properties and binding obligation assets to BI or the Issuer; (b) BI or the Issuer may merge with an Affiliate incorporated solely for the purpose of such Successorreincorporating in another jurisdiction in the United States; and (c) the Issuer and BI may merge with or into each other.

Merger, Consolidation and Sale of Assets. (a1) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person (other than the Company or any Wholly Owned Restricted Subsidiary that is a Guarantor) unless: (A) either (i) with respect to such a consolidation or merger, the entity Company shall be the surviving or continuing corporation or (ii) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “SuccessorSurviving Entity”) (Aa) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (b) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (1)(A)(ii)(b) of this Section 5.01 (including giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactions on a pro forma basissuch transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of clause (1) Section 4.12; (C) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(A)(ii)(b) of this Section 5.01 (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (ivD) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (ai) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Subsidiaries substantially as an entirety (the “Successor”"SURVIVING ENTITY") (Ax) shall be a Person (other than an individual) entity organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture executed assume (in form and delivered substance reasonably satisfactory to the Trustee by such PersonRequired Holders), the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due performance of every covenant of the Notes and punctual performance and observance this Agreement on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or series anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; and (iviii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee Holders an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indenture, if any, other disposition complies with the applicable provisions of this Indenture, Agreement and that all conditions precedent in this Agreement relating to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not Lessee will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of Lessee to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless Lessee's assets (determined on a consolidated basis for Lessee and Lessee's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (A) Lessee shall be the entity surviving or continuing corporation or (B) the Person (if other than Lessee) formed by or surviving any such consolidation or merger (if the Company into which Lessee is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of Lessee and of Lessee's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (A1) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (2) shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment assume all obligations of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations Lessee under the Notes, this Indenture, and Lease Agreement on the Registration Rights Agreement part of Lessee to be performed or observed by the CompanyLessee; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (i)(B)(2) above (including without limitation, giving effect to any Indebtedness Incurred or anticipated to be Incurred and Acquired Indebtedness incurred in connection with or in respect of such transaction or series of transactionstransaction), the Company Lessee or the Successorsuch Surviving Entity, as the case may be, would (a) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Lessee immediately prior to such transaction, and (b) shall be able to Incur incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12. In 9.2(a); (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with any such supplemental indentureor in respect of the transaction), there no Tranche A Default or Tranche A Event of Default shall have occurred or be continuing; and (iv) Lessee or the Surviving Entity shall have delivered to the Indenture Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and that all conditions precedent in this Agreement relating to such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity Person (other than a merger the Merger), or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) with respect to such a consolidation or merger, the entity Company shall be the 90 - 82 - surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactions on a pro forma basissuch transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger whether or consolidation of a Restricted Subsidiary with not the Company is the surviving entity), or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its Property unless properties or assets to, another corporation, Person or entity unless: (i) the Company is the surviving entity, or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company is not under the Notes and this Indenture and the Registration Rights Agreement, pursuant to a supplemental indenture and any other documents or instruments requested by the Trustee, in each case, in a form reasonably satisfactory to the Trustee under the Notes and this Indenture; (iii) immediately after such transaction (including giving effect to any Indebtedness and Acquired Debt incurred or expected to be incurred in connection with or in respect of such transaction and to any assumption required by clause (ii) above) no Default or Event of Default exists; (iv) the Company or any entity formed by or surviving entity) any such consolidation or the Person merger, or to which such sale, assignment, transfer, lease conveyance or conveyance is other disposition will have been made (the “Successor”) (A) shall be a Person will have Consolidated Net Worth (other immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than an individual) organized and existing under the laws Consolidated Net Worth of the United States of America or a State thereof or Company immediately preceding the District of Columbia and such Person shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation transaction and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by will, at the time of such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before transaction and after giving PRO FORMA effect to thereto as if such transaction or series had occurred at the beginning of transactions on a pro forma basisthe applicable four quarter period, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect permitted to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with 4.12 of this Indenture and will have a Fixed Charge Coverage Ratio, determined on a PRO FORMA basis, greater than or equal to the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (v) the Company or the entity or Person formed by or surviving any such supplemental indentureconsolidation or merger, there or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (with respect to which opinion such counsel may rely solely as to matters of fact on an Officers' Certificate), each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such any supplemental indenture constitutes required in connection with such transaction comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless : (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 of this Indenture; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of the Company. (c) Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.15 of this Indenture) will not, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Subsidiary Guarantor unless: (i) the entity formed by or surviving any such Successor.consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (ii) such entity assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor on the Guarantee; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (ii) of Section 5.01(a)

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease -64- lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (ii) and (iii), valid (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and binding obligation assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of such Successorits properties and assets to an Affiliate incorporated or formed solely for the purpose of either reincorporating or reforming the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation and Sale of Assets. (a) The Company shall not Issuer will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the assets owned directly or indirectly by the Issuer (determined on a consolidated basis for the Issuer and its Property unless Subsidiaries), whether as an entirety or substantially as an entirety to any Person unless: (a) either (i) the entity Issuer shall be the surviving or continuing corporation or (ii) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger (if into which the Company Issuer is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the assets of the Issuer and its Subsidiaries substantially as an entirety (the “Successor”"SURVIVING ENTITY") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia Columbia; and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement Security Documents on the part of the Issuer to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iiib) immediately before and after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on such transaction), the Issuer or such Surviving Entity, as the case may be, (i) shall have a pro forma basisConsolidated Net Worth equal to or greater than the Consolidated Net Worth of the Issuer immediately prior to such transaction, and (ii) both (x) the Issuer's or such Surviving Entity's (calculated as if such Surviving Entity was the Issuer) as the case may be, Consolidated EBITDA Coverage Ratio is at least equal to 2.5 to 1.0; and (y) the Issuer's or such Surviving Entity's (calculated as if such Surviving Entity was the Issuer), as the case may be, Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Issuer and its Subsidiaries; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (ivd) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company Issuer or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions hereof and that all conditions precedent in this Indenture relating to such transaction have been satisfied; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Issuer. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the legalassets of the Issuer, valid shall be deemed to be the transfer of all or substantially all of the assets of the Issuer. Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and binding obligation this Indenture in connection with any transaction complying with the provisions of this Indenture described under this Section 5.01) will not, and the Issuer will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Issuer or another Subsidiary Guarantor that is a Wholly Owned Subsidiary unless: (a) the entity formed by or surviving any such Successorconsolidation or merger (if other than the Subsidiary Guarantor) is a Person organized and existing under the laws of the United States or any state thereof or the District of Columbia (or if such Subsidiary Guarantor was formed under the laws of Canada or any province or territory thereof, such Surviving Entity shall be a Person organized and validly existing under the laws of Canada or any province or territory thereof); (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a PRO FORMA basis, the Issuer could satisfy the provisions of clause (b) of the first paragraph of this Section 5.01. Any merger or consolidation of a Subsidiary Guarantor with and into the Issuer (with the Issuer being the Surviving Entity) need only comply with clause (d) of the first paragraph of this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Company shall not Lessee will not, ------------------------------------------ in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of Lessee to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless Lessee's assets (determined on a consolidated basis for Lessee and Lessee's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (A) Lessee shall be the entity surviving or continuing corporation or (B) the Person (if other than Lessee) formed by or surviving any such consolidation or merger (if the Company into which Lessee is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of Lessee and of Lessee's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (A1) shall be a Person (other than an individual) corporation ---------------- organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (2) shall expressly assume, by supplemental indenture executed and delivered to the Trustee by such Person, the due and punctual payment assume all obligations of the principal, premium, if any, interest and Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations Lessee under the Notes, this Indenture, and Lease Agreement on the Registration Rights Agreement part of Lessee to be performed or observed by the CompanyLessee; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (i)(B)(2) above (including without limitation, giving effect to any Indebtedness Incurred or anticipated to be Incurred and Acquired Indebtedness incurred in connection with or in respect of such transaction or series of transactionstransaction), the Company Lessee or the Successorsuch Surviving Entity, as the case may be, would (a) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Lessee immediately prior to such transaction, and (b) shall be able to Incur incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12. In 9.2(a); (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with any such supplemental indentureor in respect of the transaction), there no Tranche A Default or Tranche A Event of Default shall have occurred or be continuing; and (iv) Lessee or the Surviving Entity shall have delivered to the Indenture Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and that all conditions precedent in this Agreement relating to such supplemental indenture, if any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) after the Spin-Off Date all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due and punctual performance and observance of all every covenant of the covenants, conditions and obligations under the NotesSecurities, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection 107 -97- with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.03; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) after the Issue Date all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation ---------------- organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due and punctual performance and observance of all every covenant of the covenants, conditions and obligations under the NotesSecurities, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.03; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Subsidiaries) to any Person, unless: (i) either (a) the entity Company shall be the surviving or continuing corporation or (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition all or substantially all of the Company's assets (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia and such Person shall (y) expressly assumeassumes, by supplemental indenture (in form and substance satisfactory to the Trustee) executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, (and premium, if any, ) and interest on and Additional Interest, if any, on Amounts with respect to all of the Notes Securities and the due and punctual performance and observance of all every covenant of the covenants, conditions and obligations under the NotesSecurities, this IndentureIndenture and any related agreement referred to herein, and in a Board Resolution or in any indenture supplemental hereto on the Registration Rights Agreement part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption provided for in clause (i)(b)(y) above, the Company or such Surviving Entity, as the case of may be, shall have a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth equal to at least 90% of the Company’s Property, Consolidated Net Worth of the Company immediately prior to such Property shall have been transferred as an entirety or virtually as an entirety to one Person, transaction; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basisand the assumption provided for in clause (i)(b)(y) above, no Default default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if anycomply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. The transfer (by lease, complies with this Indentureassignment, and such Opinion sale or otherwise in a single transaction or series of Counsel transactions) of all or substantially all of the assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the assets of the Company, shall also state that such supplemental indenture constitutes be deemed to be the legal, valid and binding obligation transfer of such Successorall or substantially all of the assets of the Company.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be ---------------- a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due performance of every covenant of the Securities and punctual performance and observance this Indenture on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption --- ----- contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.04; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, valid and binding obligation the merger of such Successorthe Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or other- 64 -57- wise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principal, premium, if any, principal and interest and Additional Interest, if any, on all of the Notes Debentures and the due and punctual performance and observance of all every covenant of the covenantsDebentures, conditions and obligations under the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding clause (ii) of the preceding sentence, (a) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (b) the Company may merge 65 -58- with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of such Successorthe Company.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (i)(2)(y) above (including without limitation, giving effect to any Indebtedness Incurred and Acquired Indebtedness incurred or anticipated to be Incurred incurred in connection with or in respect of such transaction or series of transactionstransaction), the Company or the Successorsuch Surviving Entity, as the case may be, would (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to Incur incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12. In ; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with any such supplemental indentureor in respect of the transaction), there no Default or Event of Default 66 -58- shall have occurred or be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the legalproperties and assets of the Company, valid shall be deemed to be the transfer of all or substantially all of the properties and binding obligation assets of such Successorthe Company.

Merger, Consolidation and Sale of Assets. (a) The Company LNR shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of LNR's assets (determined on a consolidated basis for LNR and its Property unless Subsidiaries) unless: (i) either (1) LNR shall be the entity surviving or continuing corporation or (2) the Person (if other than LNR) formed by or surviving any such consolidation or merger (if the Company into which LNR is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of LNR and its Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of LNR to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), LNR or such Surviving Entity, as the Company; provided that if any Successor is not a corporationcase may be, there shall be a co-issuer that is a corporation and (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be owned by such Successor, able to incur at least $1.00 of additional Indebtedness (iiother than additional Permitted Indebtedness) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety pursuant to one Person, Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company LNR or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be ---------------- a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes Securities and the due performance of every covenant of the Securities and punctual performance and observance this Indenture on the part of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by --- ----- clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.04; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the SuccessorSurviving Entity, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, valid and binding obligation the merger of such Successorthe Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principal, premium, if any, principal of and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture [and the Registration Rights Agreement Agreement] on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legalapplicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (ii) and (iii), valid (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and binding obligation assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of such Successorits properties and assets to an Affiliate incorporated or formed solely for the purpose of either reincorporating or reforming the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture inden- ture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company No Guarantor shall not consolidate with or merge or consolidate with or into any other entity (other than a merger Person or, directly or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions indirectly, sell, conveylease, assign, transfer, lease or otherwise dispose of convey all or substantially all of its Property assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Guarantor is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume all of the obligations of the Guarantor under this Indenture, the Guarantees and the Security Documents by appropriate documents supplemental hereto and thereto, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee and in either such case the priority of the Liens created by this Indenture and the Security Documents in the Collateral are unaffected; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Guarantor immediately prior to such transaction. The Issuer shall not consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Issuer is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume all of the obligations of the Issuer under this Indenture and the Senior Notes by a supplemental indenture, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee and in either such case the priority of the Liens created by this Indenture and the Security Documents in the Collateral are unaffected; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Issuer immediately prior to such transaction; (iv) except for a consolidation or merger of the Issuer with or into any Wholly-Owned Subsidiary, the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a); (v) each Guarantor shall have executed and delivered to the Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligation to pay the principal of, premium, if any, and interest on the Senior Notes pursuant to their respective Guarantees and to perform all their respective covenants hereunder and under the Guarantees; (vi) the Trustee shall have received an Opinion of Counsel to the effect that such consolidation, merger, sale, assignment, conveyance, transfer or lease will not result in the Issuer being required to make any deduction for or on account of taxes from payments made under or in respect of the Senior Notes. For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Issuer shall not permit or allow any Subsidiary to consolidate with or merge with or into any other Person or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) the entity Person formed by or surviving any such consolidation or merger (if the Company is not the surviving entityother than such Subsidiary) or the Person to which such sale, assignment, transfer, lease or conveyance is made (the “Successor”) transferee entity (A) shall be is a Person (other than an individual) corporation organized and existing under the laws of the United States of America or a State thereof States, any state thereof, or the District of Columbia and (B) expressly assumes all the obligations of such Person shall expressly assumeSubsidiary pursuant to a supplemental indenture, by supplemental indenture executed and delivered in a form satisfactory to the Trustee by such PersonTrustee, under the due and punctual payment of the principal, premium, if any, interest and Additional Interest, if any, on all the Senior Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basistransaction, no Default or Event of Default shall have occurred exists and be continuing, and (iv) immediately after giving effect to such transaction transaction, the resulting, surviving or series transferee entity could incur $1.00 of transactions additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a), and (iii) such Subsidiary or the Person formed by or surviving any such consolidation or merger or the transferee entity on a pro forma basis will have Net Worth (including without limitationimmediately after the transaction) equal to or greater than the Net Worth of such Subsidiary immediately preceding the transaction; provided that, any Indebtedness Incurred the foregoing shall not apply to a merger, consolidation, sale or anticipated to be Incurred in connection with other such transaction or series of transactions), between Subsidiaries and between the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12Issuer and any Subsidiary. In connection with any such supplemental indentureconsolidation, there shall be delivered merger, sale, lease, assignment, transfer or conveyance that is subject to the Trustee provisions of this Section 5.01, the Issuer shall deliver to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidationtransaction, merger, sale, transfer, lease or conveyance the supplemental indenture and such any other supplemental indenture, if any, complies document delivered pursuant to this Section 5.01 comply with this Indenture, Section 5.01 and that all conditions precedent in this Indenture provided for in relation to such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successortransaction have been complied with.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired In- debtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of a sale, transfer, assignment, lease, conveyance or additional Indebtedness (other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety than Permitted Indebtedness) pursuant to one Person, Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property the Company's assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless (i) either (a) the entity Company shall be the surviving or continuing corporation or (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a State States, any state thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principalprincipal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company; provided that if any Successor is not a corporationCompany or such Surviving Entity, there shall be a co-issuer that is a corporation and as the case may be, (B1) shall have all Gaming Licenses required a Consolidated Net Worth equal to operate all Gaming Facilities to be owned by such Successor, (ii) in or greater than the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all Consolidated Net Worth of the Company’s Property, Company immediately prior to such Property transaction and (2) shall have been transferred as an entirety or virtually as an entirety be able to one Person, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions on a pro forma basisthe transaction), no Default or Event of Default shall have occurred and be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance and such supplemental indentureother disposition and, if anya supplemental indenture is required in connection with such transaction, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes comply with the legal, valid applicable provisions of this Indenture and binding obligation of that all conditions precedent in this Indenture relating to such Successortransaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other entity (other than a merger Person, or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its Property unless the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the entity Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by or surviving any such consolidation or merger (if into which the Company is not the surviving entity) merged or the Person to which such acquires by sale, assignment, transfer, lease lease, conveyance or conveyance is made other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the “Successor”"Surviving Entity") (Ax) shall be a Person (other than an individual) corporation organized and validly existing under the laws of the United States of America or a any State thereof or the District of Columbia and such Person (y) shall expressly assume, by supplemental indenture (in form satisfactory in all respects to the Trustee), executed and delivered to the Trustee by such PersonTrustee, the due and punctual payment of the principal, premium, if any, principal of and interest and Additional Interest, if any, on all of the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under every covenant of the Notes, this Indenture, Indenture and the Registration Rights Agreement on the part of the Company to be performed by the Companyor observed; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of transactions on such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a pro forma basisConsolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction, and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or an- ticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing, ; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there Surviving Entity shall be have delivered to the Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and the Company, if surviving, will be automatically discharged from all of its obligations under this Indenture and the Notes. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or conveyance and such supplemental indenture, if any, complies with this Indenturetransfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successorsurviving entity had been named as such.