Common use of Default; Acceleration Clause in Contracts

Default; Acceleration. (a) Any of the following shall constitute an “Event of Default” under this Note: (i) the failure by the Company to pay any amounts required to be paid under this Note on or before the date on which such payment was due; (ii) the breach or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement; (iii) the Company shall (A) apply for or consent to the appointment of a receiver or trustee of the Company’s assets, (B) make a general assignment for the benefit of creditors, (C) file a petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Code or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered against the Company an order for relief under any Bankruptcy Statute; or (v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.

Default; Acceleration. (a) Any If any Event of Default occurs, then the outstanding principal amount of this Operating Note, any interest accrued thereon from time to time, and any other sums then remaining unpaid hereunder, at the option of the holder hereof and without notice, shall become immediately due and payable and Lender may exercise any other rights or remedies available under any Transaction Documents or applicable law. Failure to exercise any such option shall not constitute a waiver of the right to exercise the same at a later time or in the event of any subsequent default. The following shall constitute an “Event "Events of Default” under " for purposes of this Operating Note: (a) Failure by Maker to make timely payments of any of the installments of principal, interest or other amounts hereunder, which is not cured within ten (10) days after written notice of such nonpayment is delivered to Maker; or (b) The occurrence of any event of default under any credit facility, term loan or any other agreement entered into by Maker for the use of borrowed funds, with respect to which the creditor has recourse to assets of the Project, and with respect to which (i) the failure by creditor has accelerated the Company maturity of the indebtedness of Maker to pay any amounts required to be paid under this Note on such creditor, or before the date on which such payment was due; (ii) the breach or noncompliance creditor has initiated action to collect such indebtedness; or (c) A material default by Maker in the Company performance by Maker of any of its material representations, warranties covenants or covenants contained herein commitments under the Management Contract or any Transaction Document or under any other agreement entered into with or in favor of Lender or any Affiliate of Lender, or a material default by Maker's Affiliate under any agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender which default is not cured by Maker or its Affiliate as applicable within the Agreement;applicable cure period thereunder after written notice of default is delivered to Maker or its Affiliate; provided, however, that if the nature of such default (but specifically excluding defaults curable by the payment of money) is such that it is not possible to cure such default within the cure period, such period shall be extended for so long as the breaching party shall be using diligent efforts to effect a cure thereof but no more than an additional sixty (60) days; or (iiid) The Management Contract shall be terminated by either the Company shallMaker or the Lender; or (Ae) apply Any representation or warranty given to the Lender by the Maker (or any of its representatives) in connection with entering into the Management Contract or the other Transaction Documents and/or any borrowing thereunder, or given by an Affiliate of Maker in connection with any agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, or required to be furnished under the terms thereof, shall prove untrue or misleading in any material respect (as determined by the Lender in the exercise of its reasonable judgment) as of the time when given or shall fail to be true and correct in all material respects at any time during the term of the agreement; or (f) There shall have been filed or commenced against Maker an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or an action shall have been commenced to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of Maker's property or for the winding up or liquidation of Maker's affairs and such action or proceeding shall not have been dismissed within sixty (60) days; or (g) Maker shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or shall consent to the entry of an order for relief in an involuntary case under any such law; or shall consent to the appointment of or taking possession by a receiver receiver, liquidator, assignee, trustee, custodian, sequestrator (or trustee other similar official) of Maker or of any substantial part of the Company’s assets, (B) Maker's property; or shall make a any general assignment for the benefit of creditors, (C) file a petition ; or other request no matter how denominated (“Petition”) seeking relief under Title 11 shall take any action in furtherance of any of the United States Code foregoing or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered against the Company an order for relief under any Bankruptcy Statute; or (v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payableinsolvent. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.

Default; Acceleration. (a) Any If any Event of Default occurs in the payment of any principal, interest or any other sums when due hereunder, or in the performance of any covenant or agreement hereunder, and such default continues beyond any applicable notice, grace and/or cure period, then the outstanding principal amount of the Project Preliminary Development Loan, any interest accrued thereon from time to time, and any other sums then remaining unpaid hereunder, at the option of the holder hereof and without notice, shall become immediately due and payable and Lender may exercise any other rights or remedies available under the Gaming Development Consulting Agreement or applicable law. Failure to exercise any such option shall not constitute a waiver of the right to exercise the same at a later time or in the event of any subsequent default. The following shall constitute an “Event "Events of Default” under " for purposes of this Pawnee Note: (a) Failure by Maker to make timely payments of any of the installments of principal, interest or other amounts due hereunder, which is not cured within ten (10) days after written notice of such nonpayment is delivered to Maker; or (b) The occurrence of any event of default under any credit facility, term loan or any other agreement entered into by Maker for the use of borrowed funds, with respect to which the creditor has recourse to assets of the Project, and with respect to which (i) the failure by creditor has accelerated the Company maturity of the indebtedness of Maker to pay any amounts required to be paid under this Note on such creditor, or before the date on which such payment was due; (ii) the breach or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement;creditor has initiated action to collect such indebtedness; or (iiic) There shall have been filed or commenced against Maker an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or an action shall have been commenced to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of Maker's property or for the Company shallwinding up or liquidation of Maker's affairs and such action or proceeding shall not have been dismissed within sixty (60) days; or (Ad) apply Maker shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or shall consent to the entry of an order for relief in an involuntary case under any such law; or shall consent to the appointment of or taking possession by a receiver receiver, liquidator, assignee, trustee, custodian, sequestrator (or trustee other similar official) of Maker or of any substantial part of the Company’s assets, (B) Maker's property; or shall make a any general assignment for the benefit of creditors,; or shall take any action in furtherance of any of the foregoing; or (Ce) file a petition Any representation or other request no matter how denominated warranty given to the Lender by Maker (“Petition”or any of its representatives) seeking relief in connection with entering into the Gaming Development Consulting Agreement and/or any borrowing thereunder, or given by an Affiliate of Maker in connection with any agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, or required to be furnished under Title 11 the terms thereof, shall prove untrue or misleading in any material respect (as determined by Lender in the exercise of its reasonable judgment) as of the United States Code time when given or shall fail to be true and correct in all material respects at any time during the term of the agreement; or (f) Default by Maker in the performance by Maker of any of its covenants or commitments under the Gaming Development Consulting Agreement or under any other federal agreement entered into with or state bankruptcyin favor of Lender or any Affiliate of Lender, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding default by Maker's Affiliate under any Bankruptcy Statute; (iv) there shall have entered against agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, which default is not cured by Maker or its Affiliate as applicable within the Company an order for relief under any Bankruptcy Statuteapplicable cure period after written notice of default is delivered to Maker or its Affiliate; or (vg) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) The Gaming Development Consulting Agreement shall be immediately due and payableterminated by either the Maker or the Lender. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.

Default; Acceleration. (a) Any The occurrence of any of the following shall constitute events or circumstances will be an “Event of Default” ”: (a) the failure of the Maker to make any payment of principal or interest on this Note within three (3) Business Days after the same shall become due; (b) the failure of the Maker to pay any other amounts, including any late charge, Collection Costs or other amounts owed to the Payee under this Note:, within five (5) Business Days after the Payee gives the Maker a written request for such payment; (c) the failure of the Maker to timely pay any amounts, including any late charge, owed to the Payee under the Commercial Agreement; (d) the failure of any Loan Party or any Subsidiary to perform its obligations under Section 8 or Section 10 of this Note; (e) the failure of any Loan Party or any Subsidiary to pay or perform its obligations under any term, provision, covenant or agreement in this Note or Related Documents, which failure is not within the scope of preceding clauses (a), (b), (c) or (d), which failure shall continue unremedied for a period of thirty (30) days; (f) if any representation or warranty made by any Loan Party or any Subsidiary in this Note or in any Related Document is breached in any material respect or is false or misleading, to the extent that such representation or warranty being incorrect or misleading had, or could reasonably be expected to have, a Material Adverse Effect (without duplication of any qualification by materiality or reference to Material Adverse Effect or material adverse effect); (g) if (i) any default or event of default occurs under the Madryn Loan Agreement or (ii) any Loan Party or any Subsidiary breaches or defaults in any payment of any Indebtedness (other than the Indebtedness evidenced by this Note) owed by it to any Person, or will breach, or default under, any other terms, representations, warranties, covenants, conditions, or other provisions applicable to such Indebtedness, if (x) the amount of such Indebtedness exceeds One Million Dollars ($1,000,000) or (y) the occurrence of any such breach or default would accelerate such Indebtedness or would entitle the holder of such indebtedness to accelerate such Indebtedness or exercise any other remedies with respect thereto; (h) if a judgment, order or award for payment of money in excess of One Million Dollars ($1,000,000) will be entered against any Loan Party or any Subsidiary, in favor of any Person, and such judgment or order will continue unsatisfied and unstayed (i) for a period of thirty (30) days after the entry thereof, or (ii) if earlier, on the date on which any lien may attach in respect of such judgment, order or award; (i) the failure commencement of any action (including any self-help action) or proceeding, judicial or otherwise, by any Person for the Company to pay purpose of enforcing or protecting such Person’s security interest in or lien upon any amounts required to be paid under this Note on Property of any Loan Party or before any Subsidiary, or the date on which such payment was dueseizure, repossession, or other taking of possession, of any property of any Loan Party or any Subsidiary, by any Person other than the Payee by any action or means, including condemnation, forfeiture, foreclosure (or deed in lieu of foreclosure), seizure, levy, distraint, replevin or self-help; (iij) the breach occurrence, directly or noncompliance indirectly, voluntarily or involuntarily, by the Company operation of law or otherwise, of any Change of its material representations, warranties or covenants contained herein or in the Agreement; (iii) the Company shall (A) apply for or consent to the appointment of a receiver or trustee Control of the Company’s assets, Parent Guarantor or any event that causes the Parent Guarantor to not own one hundred percent (B100%) make a general assignment for the benefit of creditors, (C) file a petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Code or under any other federal or state bankruptcyMaker. As used in this Note, reorganization, insolvency, readjustment “Change of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered against the Company an order for relief under any Bankruptcy Statute; or (v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.Control” means:

Default; Acceleration. (a) Any The term "Event of Default," as used in --------------------- this Note, means any of the following shall constitute events (whatever the reason for such event and whether it may be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental agency or authority): (i) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Corporation in an “involuntary bankruptcy or reorganization case or proceeding under Chapter 7 (Liquidation) or Chapter 11 (Reorganization) of the U.S. Bankruptcy Code, as amended, 11 U.S.C. et seq., and the continuance of any such decree or order unstayed and in effect for a period of 90 days; or (ii) the commencement by the Corporation of a voluntary bankruptcy or reorganization case or proceeding under Chapter 7 (Liquidation) or Chapter 11 (Reorganization) of the U.S. Bankruptcy Code, as amended, 11 U.S.C. et seq. (b) If an Event of Default” under Default occurs and continues, the Holder may, at its option, by written notice to the Corporation, declare this Note to be, and upon receipt of such declaration by the Corporation, unless all Events of Default have been cured by the Corporation within five Business Days (as hereinafter defined in Section 15) after receipt by the Corporation of such declaration, this Note will become immediately due and payable in its principal amount, together with accrued and unpaid interest thereon to the date of payment without presentment, demand, protest or further notice, all of which are hereby waived. Failure of the Corporation to pay principal or interest when due will not entitle the Holder to declare due any principal amount of this Note not otherwise due. (c) At any time after the delivery to the Corporation of a declaration of an acceleration pursuant to the provisions of this Note, the Holders of not less than 66-2/3% of the principal amount of the Notes then outstanding may, on behalf of all Holders of the Notes then outstanding, by notice to the Corporation, rescind and annul such declaration and its consequences if: (i) The Corporation will have paid to each Holder the failure aggregate amount of overdue interest and any additional amounts due on all of the Notes then held by the Company to pay any amounts required to be paid under this Note on or before the date on which such payment was dueHolder; (ii) the breach all such Events of Default will have been cured or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement;waived; and (iii) no judgment or decree has been entered for the Company shall (A) apply for or consent payment of any monies due pursuant to the appointment of a receiver Notes. No such rescission will affect any subsequent default or trustee of the Company’s assets, (B) make a general assignment for the benefit of creditors, (C) file a petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Code or under impair any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered against the Company an order for relief under any Bankruptcy Statute; or (v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of right relating to such filing, or such Petition is not dismissed upon the expiration of any stay thereofsubsequent default. (bd) Upon The Holders of not less than 66-2/3% in principal amount of the Notes then outstanding may, on behalf of the Holders of all Notes then outstanding, by notice to the Corporation, waive any past Event of Default and its consequences. No such waiver will affect any subsequent Event of Default or impair any right relating to such subsequent default. (e) The Corporation will promptly notify the Holders of the Notes then outstanding, upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and curing or waiving of any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at declaration of acceleration of any Note, and the Applicable Interest Rate rescission and upon an Event annulment of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date declaration of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rateacceleration.

Default; Acceleration. (a) Any If any one or more of the following events shall constitute occur (hereinafter called an “"Event of Default” under this Note"), namely: (i) default shall be made in the failure by the Company to pay payment of any amounts required to be paid under this Note on installment hereunder, when due which is not cured within any applicable cure period; or before the date on which such payment was due; (ii) the breach Maker shall become insolvent, or noncompliance by the Company of any of shall be unable to pay its material representations, warranties debts as they mature; or covenants contained herein shall admit in writing its inability to pay its debts as they mature; or in the Agreement; (iii) the Company shall (A) apply for or consent to the appointment of a receiver or trustee of the Company’s assets, (B) shall make a general an assignment for the benefit of its creditors, (C) ; or shall file a petition or other request no matter how denominated (“Petition”) seeking commence or have filed or commenced against it any proceeding for any relief under Title 11 any bankruptcy or insolvency law or any law or laws relating to the relief of the United States Code or under any other federal or state bankruptcy, reorganization, insolvencydebtors, readjustment of debtindebtedness, dissolution reorganizations, compositions or liquidation law extensions, or statute a receiver or trustee shall be appointed for the undersigned; or (“Bankruptcy Statute”), or (Diii) file an answer admitting there shall be a material adverse change in the material allegations financial condition of a Petition filed against it in any proceeding under any Bankruptcy Statute; Maker as compared to its financial condition as of the date hereof or (iv) there an event of default shall have entered against exist under the Company an order for relief under Security Agreement or the Membership Interest Agreement which is not cured within any Bankruptcy Statuteapplicable cure period; or or (v) a Petition seeking there is an order for relief Event of Default under that certain Amended and Restated Promissory Note between Maker and Holder dated of even date herewith in the principal amount of $933,000 (vi) Maker shall fail to comply with any Bankruptcy Statute is filed other provision of this Note; or (vii) any representation or warranty made herein or in the Security Agreement shall be false in any material respect; or and with respect to each of the foregoing, in the case of any monetary obligation, the same shall not be paid within five (5) days of written notice of such failure by Holder to Maker, and in the case of any one other than the Company and without the Company’s consent or agreement non-monetary obligation which is curable, the same shall not dismissed or stayed be cured within 60 twenty (20) days after the date of written notice of such filingfailure by Holder to Maker (provided that if a cure period is provided in the Security Agreement or Membership Interest Agreement, such cure period shall control with respect to defaults under such agreement, and the cure period provided herein shall not apply with respect thereto), THEN, upon the occurrence of any such Event of Default, or such Petition is not dismissed upon the expiration of the term of this Note, Holder at its election, and without presentment, demand, notice of any stay thereof. (b) Upon kind, all of which are expressly waived by Maker, may declare the occurrence entire outstanding balance of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be thereon immediately due and payable, together with all costs of collection, including attorneys' fees, or may exercise upon or enforce its rights to its collateral, as may be set forth in the Security Agreement or otherwise. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.

Default; Acceleration. (a) Any of the following shall constitute an “Event of Default” under this Note: (i) the failure by the Company Maker to pay any amounts required to be paid under this Note on or before the fifth day following the date on which such payment was due; (ii) the breach or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement; (iii) the Company shallMaker shall - (A) apply for or consent to the appointment of a receiver or trustee of the Company’s Maker's assets, (B) make a general assignment for the benefit of creditors, (C) file a petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Code or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition petition filed against it Maker in any proceeding under any Bankruptcy Statute; (iviii) there shall have entered against the Company Maker an order for relief under any Bankruptcy Statute; or (viv) a Petition petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company Maker and without the Company’s Maker's consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon Rate. Upon the effectiveness of an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event event of Default shall bear interest until paid at the Default Interest Rate.

Default; Acceleration. The Borrower will be deemed to be in default under this Note, and the outstanding unpaid principal sum of this Note, together with all interest accrued thereon, will immediately become due and payable in full without the need for any further action on the part of the holder hereof: (a) Any immediately upon termination of the following shall constitute an “Event employment of Default” under this Note: Borrower, for any reason, with the Lender or the Lender's successor in interest; (ib) the failure by the Company to pay upon any amounts required to be paid under this Note on voluntary or before the date on which such payment was due; (ii) the breach or noncompliance by the Company involuntary transfer of any of its material representationsthe Securities (as defined below in Section 5) or any interest therein, warranties Borrower's sale or covenants contained herein or in other voluntary conveyance of the Agreement; Securities (iii) the Company shall (A) apply except for or consent a transfer to the appointment of a receiver Lender, or trustee an exchange of the Company’s assets, Securities for stock in an acquisition of or recapitalization, merger or other reorganization by Lender); (Bc) make a general upon the filing by or against the Borrower of any voluntary or involuntary petition in bankruptcy or any petition for relief under the federal bankruptcy code or any other state or federal law for the relief of debtors; provided however, that with respect to an involuntary petition in bankruptcy, the Borrower will not be deemed to be in default of this Note unless such involuntary petition has not been dismissed within sixty (60) days after the filing of such petition; (d) upon the execution by the Borrower of an assignment for the benefit of creditors, (C) file creditors or the appointment of a petition receiver, custodian, trustee or other request no matter how denominated (“Petition”) seeking relief under Title 11 similar party to take possession of the United States Code Borrower's assets or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statuteproperty; (ive) there shall have entered against the Company an order for relief upon Borrower's failure to make any payment when due under any Bankruptcy Statutethis Note; or or (vf) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration failure of any stay thereof. (b) Upon representation or warranty in the occurrence of an Event of DefaultPledge Agreement to have been true, the unpaid principal amount evidenced by this Note (and failure of Borrower to perform any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount obligation under this Note and or the Pledge Agreement, or any accrued but unpaid interest through other breach by the date Borrower of effectiveness of such Event of Default shall bear interest until paid at this Note or the Default Interest RatePledge Agreement.

Default; Acceleration. (a) Any of the following shall constitute an “Event "event of Default” " under this Note: (i) the failure by the Company Xxxxxx to pay any amounts required to be paid under this Note or any of the other Secured Notes on or before the date on which such payment was due; ; (ii) the breach or noncompliance by the Company Xxxxxx of any of its material representations, warranties or covenants contained herein or in the Security Agreement; ; (iii) the Company shall Xxxxxx shall (A) apply for or consent to the appointment of a receiver or trustee of the Company’s Xxxxxx'x assets, , (B) make a general assignment for the benefit of creditors, , (C) file a petition or other request no matter how denominated (“"Petition”") seeking relief under Title 11 of the United States Code or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“"Bankruptcy Statute”"), or or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; ; (iv) there shall have entered against the Company Xxxxxx an order for relief under any Bankruptcy Statute; or or (v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company Xxxxxx and without the Company’s Xxxxxx'x consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon Subject to the provisions of paragraph 3(d), upon the occurrence of an Event event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event event of Default shall bear interest until paid at the Default Interest Rate. (i) In the event that Xxxxxx shall fail to tender payment of all outstanding principal evidenced by this Note on or prior to the Maturity Date, Xxxxxx shall issue and deliver to Lender shares (each, a "Penalty Share") of the common stock, par value $.10 per share (the "Common Stock"), of Xxxxxx, at the per diem rate equal to 0.003125 Penalty Shares for every $1.00 of principal evidenced by this Note not so tender (i.e., 2,343.75 Penalty Shares per month for each $25,000 of principal not paid on the Maturity Date), for the period from the Maturity Date to the date of payment of such principal. Issuance of any Penalty Shares shall be made monthly, in arrears, commencing one month following the Maturity Date, and, with respect to the final issuance of Penalty Shares, within twenty days of the date when payment in full of all such principal is tendered to Lender. The Penalty Shares shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and Xxxxxx shall be under no obligation to register any Penalty Shares under the Securities Act. (ii) So long as Xxxxxx shall issue and tender Penalty Shares in accordance with the provisions of subparagraph 3(d)(i), the failure to pay interest under this Note shall not be deemed an event of Default.

Default; Acceleration. (a) Any If any of the following events shall constitute an “Event occur and --------------------- be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of Default” under this Note:law or otherwise): (i) default in the failure payment of any principal (including any Required Installment Payment) of or Yield-Maintenance Premium on any Note when the same shall become due, whether at maturity or at the times specified in paragraph 4A, 4B or 4C or otherwise, either by the terms thereof or otherwise as herein provided; default in the discharge by the Company of its obligations to pay purchase Notes pursuant to paragraph 8B when required by the provisions of said paragraph; or default in the payment of any amounts required to be paid under this interest on any Note on or before when the date on which same shall become due and such payment was due;default shall continue for more than 10 days; or (ii) the breach Company states or noncompliance by the Company of otherwise claims in writing that any of its material representations, warranties or covenants contained herein or obligations under paragraph 8 is not enforceable in the Agreement;accordance with its terms; or (iii) default in the performance, or breach, of any covenant of the Company shallor the ESOP in this Agreement (other than a covenant a default in whose performance or whose breach is elsewhere in this paragraph 9A specifically dealt with), and continuance of such default or breach for a period of 30 days after the chief executive officer, chief operating officer, principal financial officer, principal accounting officer, treasurer or any other executive officer of the Company has obtained actual knowledge of such default or breach; or (Aiv) apply for any representation or consent warranty made by the Company or the ESOP herein or in any writing furnished pursuant to the appointment requirements of a receiver or trustee this Agreement shall be false in any material respect on the date as of the Company’s assets,which made; or (Bv) make the Company or a general Restricted Subsidiary makes an assignment for the benefit of creditors,creditors or is generally not paying its debts as such debts become due; or (Cvi) file a petition any decree or other request no matter how denominated (“Petition”) seeking order for relief under Title 11 in respect of the United States Code Company or any Restricted Subsidiary is entered under any other federal or state bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute similar law, whether now or hereafter in effect (“herein called the "Bankruptcy Statute”Law"), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered against the Company an order for relief under any Bankruptcy Statutejurisdiction; or (vvii) the Company or any Restricted Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a Petition seeking trustee, receiver, custodian, liquidator or similar official of the Company or any Restricted Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Restricted Subsidiary) relating to the Company or any Restricted Subsidiary under the Bankruptcy Law of any other jurisdiction; or (viii) any petition or application referred to in clause (vii) above is filed, or any such proceedings are commenced, against the Company or any Restricted Subsidiary and the Company or such Restricted Subsidiary, by any corporate act, consents thereto or acquiesces therein, or an order order, judgement or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for relief more than 90 days; or (ix) any order, judgment or decree is entered in any proceedings against the Company or any Restricted Subsidiary decreeing the dissolution of the Company or such Restricted Subsidiary and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (x) any order, judgment or decree is entered in any proceeding against the Company or any Restricted Subsidiary decreeing a split-up of the Company or such Restricted Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Restricted Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with generally accepted accounting principles) or which requires the divestiture of assets, or stock of a Restricted Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with generally accepted accounting principles) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days (for the purpose of this clause (x), substantial shall mean 25% of Consolidated Net Tangible Assets); or (xi) any "reportable event" as such term is defined in section 4043 of ERISA occurs in connection with any ERISA Plan or trust created thereunder for which the thirty-day notice requirement has not been waived under applicable regulations, or an event occurs requiring the Company or any Bankruptcy Statute ERISA Affiliate to provide security to an ERISA Plan under section 401(a)(29) of the Code; any "prohibited transaction" occurs, as such term is defined in section 4975 of the Code or in section 406 of ERISA, in connection with any ERISA Plan or any trust created thereunder, for which there is no exemption; any notice of intent to terminate an ERISA Plan is filed under Title IV of ERISA by the Company or any ERISA Affiliate, any ERISA Plan administrator or any combination of the foregoing; any proceedings are instituted by the PBGC to terminate or to cause a trustee to be appointed to administer any ERISA Plan; any partial or complete withdrawal is made by the Company or an ERISA Affiliate from any Multiemployer Plan; any proceedings are instituted by a fiduciary of any ERISA Plan against the Company or any Code Affiliate to enforce section 515 of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; the Company or a Code Affiliate fails to make a required installment under section 412(m) of the Code or to pay any amount or amounts which it shall have become liable to pay to the PBGC or to an ERISA Plan under Title IV of ERISA on or before the due date; any application is filed by the Company or a Code Affiliate for a waiver of the minimum funding standard under section 412 of the Code or section 302 of ERISA; or any one "reorganization" (as defined in section 418 of the Code or Title IV of ERISA) of any plan which is a Multiemployer Plan occurs; and each such instance individually, or any two or more such instances in the aggregate, would, in the reasonable judgment of the Required Holders, more likely than not result in liability of the Company or any Code Affiliate or ERISA Affiliate to the IRS, the PBGC, the United States Department of Labor or an ERISA Plan in an aggregate amount exceeding $20,000,000; or (xii) any order, judgment or decree is entered in any proceeding by a court of competent jurisdiction decreeing that the Plan, the ESOP or the ESOP Transaction has not been properly established or consummated, as the case may be (other than as specified in clause (ii) of the definition of Purchase Event), in any material respect, and such order, judgment or decree remains unstayed and in effect for more than 60 days and no appeal is filed by the Company or the ESOP therefrom within 60 days of the time such order, judgment or decree first becomes appealable; or (xiii) the Company or any Subsidiary defaults in any payment of principal of or interest on any other obligation for money borrowed (or any capitalized lease obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extension of credit), other than the Notes, beyond any period of grace provided with respect thereto, or the Company or any Subsidiary fails to perform or observe any other agreement, term or condition contained in any agreement (other than the Other Agreements) under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause (without any action by or on behalf of the holder or holders of such obligation), or as a result thereof the holder or holders of such obligation (or a trustee on behalf of such holder or holders) shall have caused, such obligation to become due prior to any stated maturity; provided that the aggregate amount of all obligations as to which such a payment default shall occur and be continuing or such a failure or other event causing or resulting in acceleration shall occur and be continuing exceeds $20,000,000; (a) if such event is an Event of Default specified in clause (vi), (vii) or (viii) of this paragraph 9A with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable at the principal amount thereof together with interest accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company and the ESOP, and (b) if such event is an Event of Default specified in clause (i) of this paragraph 9A the holder or holders of at least 25% of the aggregate principal amount of the Notes at the time outstanding, and if such event is an Event of Default specified in clause (ii), (iii), (iv), (v), (ix), (x), (xi), (xii) or (xiii) of this paragraph 9A the holder or holders of at least 50% of the aggregate principal amount of the Notes at the time outstanding, may at its or their option, by notice in writing to the Company and the ESOP, declare all of the Notes to be, and all of the Notes shall thereupon be and become (except that, if such event is an Event of Default specified in clause (i) of this paragraph 9A with respect to any Note, the holder of such Note may at its option by notice in writing to the Company and the ESOP declare such Note to be, and such Note shall thereupon be and become) immediately due and payable at the principal amount thereof together with interest accrued thereon and the Yield-Maintenance Premium, if any, with respect thereto without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company’s consent Company and the ESOP, provided that the Yield-Maintenance -------- Premium, if any, with respect to each Note shall be due and payable upon such declaration only if (x) such event is an Event of Default specified in any of clauses (i) to (v), inclusive, and clauses (xi), (xii) and (xiii) of this paragraph 9A, (y) the holder or agreement which is not dismissed holders making such declaration shall have given to the Company and the ESOP, at least 10 Business Days before such declaration, written notice stating its or stayed within 60 days after their intention so to declare the Notes to be immediately due and payable and identifying one or more such Events of Default whose occurrence on or before the date of such filingnotice permits such declaration and (z) one of more of the Events of Default so identified shall be continuing at the time of such declaration. Nothing in this Agreement shall permit (i) a transfer of assets of the ESOP to any Person in excess of the amount permitted under Treasury Regulation ss. 54.4975-7(b) (5) or (6) or (ii) if a holder of any Note is a disqualified person within the meaning of section 4975 of the Code or the Regulations thereunder, or the transfer of assets of the ESOP to such Petition is not dismissed holder except upon the expiration failure of any stay thereof. (b) Upon the occurrence ESOP to make payment of an Event regularly scheduled payments of Defaultprincipal of and interest on such Notes, and then only to the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness extent of such Event of Default shall bear interest until paid at the Default Interest Ratefailure.

Default; Acceleration. (a) Any The occurrence of any of the following events shall constitute be an “Event of Default” under this NoteNote and the Pledge Agreement: (ia) If Borrower shall fail to make the failure by the Company to pay any amounts required to be paid payment of principal or interest under this Note on or before the date on which such payment was when due;; or (iib) If Borrower shall fail to make any other payment, or fail to perform any other obligation of Borrower, under this Note or the breach Pledge Agreement, other than obligations within the scope of clause (a) of this Section, and such failure shall continue more than ten (10) days after Lender gives Borrower written notice thereof; or (c) If any representation or noncompliance warranty made by Borrower to Lender in the Company of any of its material representationsPledge Agreement, warranties or covenants contained herein or in the Agreement;any other document made by Borrower connection with this Note, shall have been false, inaccurate, incomplete in any material respect, when made, or shall have been breached; or (iiid) the Company shall (A) apply for If there shall be filed by or consent to the appointment of a receiver or trustee of the Company’s assets, (B) make a general assignment for the benefit of creditors, (C) file a against Borrower any petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Bankruptcy Code or under any other similar federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), statute; or (De) file an answer admitting the material allegations Commencement of a Petition filed against it in any proceeding under any Bankruptcy Statute; (iv) there shall have entered federal or state statute or rule providing for the relief of debtors, composition of creditors, arrangement, reorganization, receivership, liquidation or any similar event by or against the Company an order for relief under any Bankruptcy StatuteBorrower; or (vf) a Petition seeking an order If Borrower shall cease to be employed by Lender for relief under any Bankruptcy Statute is filed by any one other than reason, including, without limitation, Borrower’s death or the Company and without the Companyvoluntary or involuntary termination of Borrower’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) employment. Upon the occurrence of an Event of Default, the unpaid principal amount with interest and all other sums evidenced by this Note (shall, at the option of Lender and any accrued but unpaid interest thereon) shall be in Lender’s discretion, become immediately due and payable. (c) Until . Upon the occurrence of an Event of Default, Lender shall also have Lender’s rights and remedies available under the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note Pledge Agreement and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid other rights or remedies available at the Default Interest Ratelaw or equity.

Default; Acceleration. (a) Any If any Event of Default occurs in the payment of any principal, interest or any other sums when due hereunder, or in the performance of any covenant or agreement hereunder, and such default continues beyond any applicable notice, grace and/or cure period, then the outstanding principal amount of the Business Improvements Loan, any interest accrued thereon from time to time, and any other sums then remaining unpaid hereunder, at the option of the holder hereof and without notice, shall become immediately due and payable and Lender may exercise any other rights or remedies available under the Gaming Consulting Agreement or applicable law. Failure to exercise any such option shall not constitute a waiver of the right to exercise the same at a later time or in the event of any subsequent default. The following shall constitute an “Event "Events of Default” under " for purposes of this KTTT Note: (a) Failure by Maker to make timely payments of any of the installments of principal, interest or other amounts due hereunder, which is not cured within ten (10) days after written notice of such nonpayment is delivered to Maker; or (b) The occurrence of any event of default under any credit facility, term loan or any other agreement entered into by Maker for the use of borrowed funds, with respect to which the creditor has recourse to assets of the Project, and with respect to which (i) the failure by creditor has accelerated the Company maturity of the indebtedness of Maker to pay any amounts required to be paid under this Note on such creditor, or before the date on which such payment was due; (ii) the breach or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement;creditor has initiated action to collect such indebtedness; or (iiic) There shall have been filed or commenced against Maker an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or an action shall have been commenced to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of Maker's property or for the Company shallwinding up or liquidation of Maker's affairs and such action or proceeding shall not have been dismissed within sixty (60) days; or (Ad) apply Maker shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or shall consent to the entry of an order for relief in an involuntary case under any such law; or shall consent to the appointment of or taking possession by a receiver receiver, liquidator, assignee, trustee, custodian, sequestrator (or trustee other similar official) of Maker or of any substantial part of the Company’s assets, (B) Maker's property; or shall make a any general assignment for the benefit of creditors,; or shall take any action in furtherance of any of the foregoing; or (Ce) file a petition Any representation or other request no matter how denominated warranty given to the Lender by Maker (“Petition”or any of its representatives) seeking relief in connection with entering into the Gaming Consulting Agreement and/or any borrowing thereunder, or given by an Affiliate of Maker in connection with any agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, or required to be furnished under Title 11 the terms thereof, shall prove untrue or misleading in any material respect (as determined by Lender in the exercise of its reasonable judgment) as of the United States Code time when given or shall fail to be true and correct in all material respects at any time during the term of the agreement; or (f) Default by Maker in the performance by Maker of any of its covenants or commitments under the Gaming Consulting Agreement or under any other federal agreement entered into with or state bankruptcyin favor of Lender or any Affiliate of Lender, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or (D) file an answer admitting the material allegations of a Petition filed against it in any proceeding default by Maker's Affiliate under any Bankruptcy Statute; (iv) there shall have entered against agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, which default is not cured by Maker or its Affiliate as applicable within the Company an order for relief under any Bankruptcy Statutecure period provided thereunder after written notice of default is delivered to Maker or its Affiliate; or (vg) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof. (b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) The Gaming Consulting Agreement shall be immediately due and payableterminated by either the Maker or the Lender. (c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.