Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Intercreditor and Subordination Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof. "Borrower" means Redstone Gaming Corp., a Nevada corporation (EIN 88-0412376), and its successors and assigns.

Section 1.02 — Rules of Interpretation Unless the context of this Agreement otherwise requires: (a) The headings of articles and sections in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (b) The word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation" and shall not be construed

Section 1.03 — Senior Credit Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Senior Credit Agreement as in effect on the date hereof; provided, that if any such term is amended, modified, or supplemented in the Senior Credit Agreement after the date hereof, such term shall have the meaning ascribed thereto in the

ARTICLE II — SUBORDINATION OF MEZZANINE INDEBTEDNESS

Section 2.01 — Subordination The Mezzanine Lender hereby covenants and agrees, for the benefit of the Senior Agent and the Senior Lenders, that the payment of all Mezzanine Indebtedness (including all principal, cash interest, PIK interest, fees, premiums, expenses, indemnities, and all other amounts now or hereafter owing under or in respect of the Mezzanine Documents) is hereby expressly subordinated and made junio

Section 2.02 — Permitted Mezzanine Payments Notwithstanding the provisions of Section 2.01, the Borrower may make, and the Mezzanine Lender may receive, Permitted Mezzanine Payments (that is, regularly scheduled cash interest payments on the Mezzanine Indebtedness at the cash interest rate of 10.50% per annum, payable quarterly in arrears in the amount of $918,750 per quarter, based on the initial principal amount of

Section 2.03 — Payment blockage (a) Upon the occurrence of a Payment blockage Event, the Senior Agent may, in its sole discretion, deliver a Payment blockage Notice to the Mezzanine Lender, with a copy to the Borrower, declaring the commencement of a Payment blockage Period. Such Payment blockage Notice shall specify in reasonable detail the nature of the Event of Default under the Senior Credit Agreement giving rise

Section 2.04 — No Acceleration Without Senior Agent Consent The Mezzanine Lender shall not accelerate the maturity of the Mezzanine Indebtedness, declare an Event of Default under the Mezzanine Documents, or exercise any right or remedy under the Mezzanine Documents by reason of the occurrence of any Event of Default thereunder, without first providing at least 180 days' prior written notice to the Senior Agent speci

Section 2.05 — Maturity Restriction The stated maturity date of the Mezzanine Indebtedness shall not be earlier than the date that is at least one (1) year after the stated maturity date of the Senior Credit Facility. The Senior Credit Facility has a stated maturity date of March 15, 2026, and accordingly the stated maturity date of the Mezzanine Indebtedness shall be no earlier than March 15, 2027. The anticipated m

Section 2.06 — Financial Covenants of Mezzanine Documents The financial covenants set forth in the Mezzanine Documents shall not be more restrictive, taken as a whole, than those set forth in the Senior Credit Agreement. As of the date hereof, the proposed financial covenants to be included in the Mezzanine Note Purchase Agreement are as follows: (a) Minimum Fixed Charge Coverage Ratio: The Borrower shall maintain a

ARTICLE III — LIEN SUBORDINATION AND SHARED COLLATERAL

Section 3.01 — Lien Priority The Mezzanine Lender hereby acknowledges and agrees that all Liens of the Senior Agent (on behalf of the Senior Lenders) on the Collateral, whether now existing or hereafter arising, shall be and remain senior to and shall have priority over all Liens of the Mezzanine Lender on such Collateral, whether now existing or hereafter arising, regardless of the time, manner, or order of perfecti

Section 3.02 — Prohibition on Contesting Liens (a) The Mezzanine Lender hereby agrees that it shall not, and shall not authorize, instruct, or encourage any Person to, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Lien of the Senior Agent on the Collateral (including the Common Collateral), whether in any judicial proceeding, Insolvency Proceeding, or other

Section 3.03 — Standstill (a) Following the occurrence and during the continuance of an Event of Default under the Mezzanine Documents, the Mezzanine Lender shall not take any Enforcement Action with respect to the Common Collateral, or take any other action to foreclose upon, collect, seize, attach, levy upon, or otherwise realize upon or enforce any Lien on the Common Collateral, for a period of 180 days (the "Stan

Section 3.04 — No Interference The Mezzanine Lender shall not take any action that would impede, delay, interfere with, or otherwise hinder any Enforcement Action taken by the Senior Agent with respect to any Collateral, including any foreclosure, sale, lease, exchange, transfer, or other disposition of Collateral, whether conducted pursuant to the UCC, judicial foreclosure, or otherwise, and whether occurring before

Section 3.05 — Release of Liens (a) If the Senior Agent releases or agrees to release its Lien on any item of Collateral in connection with a permitted sale, disposition, foreclosure, or other transfer of such Collateral under or in accordance with the Senior Credit Documents, the Mezzanine Lender's corresponding Lien on such Collateral shall be automatically and simultaneously released without further action by the

Section 3.06 — Limitations on Mezzanine Collateral The Parties acknowledge and agree that, due to Nevada gaming regulatory restrictions, which require prior approval by the Nevada Gaming Control Board for pledges, encumbrances, or other security interests in gaming real property and certain gaming-related assets, no real property Liens shall be granted to the Mezzanine Lender in connection with the Mezzanine Indebted

ARTICLE IV — INSOLVENCY PROCEEDINGS

Section 4.01 — Subordination in Insolvency In the event of any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary, the provisions of this Agreement shall continue in full force and effect, and the subordination, standstill, turnover, and other provisions hereof shall apply with full force to all distributions, payments, and other transfers of property made in, or in connection with, such Insolven

Section 4.02 — Filing of Claims The Mezzanine Lender shall have the right to file proofs of claim and otherwise participate in any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary in order to preserve its claims and protect its interests; provided, however, that: (a) The Mezzanine Lender shall not vote in favor of, approve, consent to, or support any plan of reorganization, arrangement, adjustm

Section 4.03 — DIP Financing (a) The Mezzanine Lender hereby agrees that it shall not object to, oppose, contest, or take any other action to prevent, any debtor-in-possession financing (including any financing provided under Section 364 of the Bankruptcy Code) that has been approved or consented to by the Senior Agent; provided, however, that such financing shall not require the priming of the Mezzanine Lender's Lie

Section 4.04 — Avoidance Actions If any payment, distribution, or transfer to the Senior Agent or any Senior Lender on account of Senior Indebtedness is avoided, set aside, invalidated, declared fraudulent, or otherwise required to be repaid, disgorged, or returned by the Senior Agent or any Senior Lender to the Borrower, any Borrower Subsidiary, a trustee, a receiver, or any other Person pursuant to any judgment, de

ARTICLE V — TURNOVER AND APPLICATION OF PROCEEDS

Section 5.01 — Turnover Obligation If the Mezzanine Lender receives any payment, distribution, or proceeds (in cash, property, securities, or otherwise) on account of the Mezzanine Indebtedness at a time when such payment, distribution, or proceeds is prohibited by, or otherwise in violation of, the terms of this Agreement (including any payment received during a Payment blockage Period, any payment received after th

Section 5.02 — Waterfall / Application of Proceeds All proceeds from the exercise of any Enforcement Action with respect to the Common Collateral, whether realized by the Senior Agent, the Mezzanine Lender, or any other Person, and whether obtained by foreclosure, sale, collection, levy, attachment, realization, or otherwise, shall be received, held, and applied in the following order of priority: First, to the payme

Section 5.03 — Subrogation Following the Discharge of Senior Indebtedness, the Mezzanine Lender shall be subrogated to the rights of the Senior Lenders to the extent of any payments or distributions made to the Senior Agent by or on behalf of the Mezzanine Lender pursuant to this Article V. No such subrogation rights shall arise, accrue, or become exercisable until the Discharge of Senior Indebtedness, and until such

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01 — Representations of the Senior Agent The Senior Agent hereby represents and warrants to the Mezzanine Lender and the Borrower as of the date hereof as follows: (a) Organization. The Senior Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and has full corporate power and authority to conduct its business as currently condu

Section 6.02 — Representations of the Mezzanine Lender The Mezzanine Lender hereby represents and warrants to the Senior Agent and the Borrower as of the date hereof as follows: (a) Organization. Pinnacle Bridge Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Bridge Capital Management, LLC, a Delaware limited liabil

Section 6.03 — Representations of the Borrower The Borrower hereby represents and warrants to the Senior Agent and the Mezzanine Lender as of the date hereof as follows: (a) Organization. Redstone Gaming Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly qualified to transact business in each jurisdiction where the nature of its business or