Common use of Events of Default and Termination Clause in Contracts

Events of Default and Termination. 14.01 Licensee shall be deemed to be in default of this Agreement, and Licensor shall have the right to immediately terminate this Agreement, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with any other of Licensee's material obligations hereunder. 14.02 If during the Term of this Agreement Licensee shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement any of Licensee's gaming licenses is suspended, revoked or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term of this Agreement any of Licensor's gaming licenses are suspended, revoked or otherwise impacted by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee shall have the right to terminate this Agreement.

Events of Default and Termination. 14.01 Licensee If any one or more of the following events (“Events of Default”) shall be deemed occur: A. if Tenant shall fail to be in default pay any Fixed Rent when the same becomes due and payable, unless Tenant cures said failure within five (5) business days after notice of this Agreementsuch failure is given to Tenant; or B. if Tenant shall fail to pay any Rent, other than Fixed Rent, when and as the same becomes due and payable and such failure shall continue for more than five (5) business days after notice of such failure is given to Tenant; or C. if Tenant shall fail to comply with or perform any term, covenant or condition of Article 29, and Licensor such failure shall have continue for more than ten (10) business days after Tenant receives notice of such failure; or D. if Tenant shall fail to comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty (30) days after notice thereof from Landlord, or if such default cannot, with due diligence, be cured within such thirty (30) day period, Tenant within said period, shall not commence with due diligence and dispatch the right curing of such default, or, having so commenced, thereafter shall fail or neglect to immediately terminate this Agreementprosecute or complete with due diligence and dispatch the curing of such default; or E. if Tenant shall admit, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreementwriting, furnish any statement in accordance herewith, or completely comply with any other of Licensee's material obligations hereunder. 14.02 If during the Term of this Agreement Licensee shall be that it is unable to pay its liabilities when debts as such debts become due, or ; or F. if Tenant shall make any a general assignment for the benefit of creditors; or G. if Tenant shall file a voluntary petition under Title 11 of the United States Code or if such petition is filed against Tenant and an order for relief is entered, or if Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy code or any other present or future applicable federal, state bankruptcy statuteor other statute or law, or be adjudicated a bankrupt shall seek or insolventconsent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator or liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the premises or any interest of Tenant therein or if Tenant shall take any corporate action in furtherance of any action described in Sections F, G or H of this Article 19; or H. if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any receiver is appointed for trustee, receiver, custodian, assignee, sequestrator or liquidator or other similar official of Tenant or of all or any substantial part of its business properties or propertyof the Premises or any interest of Tenant therein, such appointment shall not have been vacated or stayed on appeal or otherwise, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any stateif, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from after the inception expiration of sameany such stay, Licensor may terminate this Agreement upon written notice.such appointment shall not have been vacated; or 14.03 If during I. if a levy under execution or attachment shall be made against Tenant relating to its interest in the Term of this Agreement any of Licensee's gaming licenses is suspendedPremises, revoked and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen within sixty (1560) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term of this Agreement any of Licensor's gaming licenses are suspended, revoked or otherwise impacted by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee shall have the right to terminate this Agreement.

Events of Default and Termination. 14.01 Licensee If any one or more of the following events (“Events of Default”) shall be deemed occur: (a) if Lessee shall fail to be in default pay any Fixed Rent when as the same becomes due and payable and such failure shall continue for more than five days after notice to Lessee; or (b) if Lessee shall fail to pay any Rent, other than Fixed Rent, when and as the same becomes due and payable and such failure shall continue for more than ten days after notice to Lessee; or (c) if Lessee shall fail to comply with or perform any term, covenant or condition of this AgreementArticles 8, 9, 10 or 13, and Licensor such failure shall have continue for more than thirty days after Lessee receives notice of such failure, regardless of the right source of such notice; or (d) if Lessee shall fail to immediately terminate this Agreement, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty days after notice thereof from Lessor, and Lessee within said period, subject to Unavoidable Delays, shall not commence with due diligence and dispatch the curing of Licensee's material obligations hereunder.such default, or, having so commenced, thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default for reasons other than Unavoidable Delays; or 14.02 If during the Term of this Agreement Licensee shall be unable to pay its liabilities when due, or (e) if Lessee shall make any a general assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statuteadmit in writing Lessee’s inability to pay Lessee’s debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or if shall file a petition seeking any receiver is appointed for its business reorganization, arrangement, composition, readjustment, liquidation, dissolution or propertysimilar relief under any present or future statute, law or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement any of Licensee's gaming licenses is suspended, revoked or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditorsregulation, or shall file an answer admitting, or shall fail to contest, the material allegations of a petition filed against Lessee in any petition such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Lessee or any material part of Lessee’s properties; or (f) if, within ninety days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any federal present or state bankruptcy future statute, law or be adjudicated a bankrupt or insolventregulation, such proceeding shall not have been dismissed, or if, within ninety days after the appointment without the consent of acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of any material part of Lessee’s properties, such appointment shall not have been vacated; or (g) if any receiver is appointed a final judgment for its business the payment of money in excess of $50,000 shall be rendered against Lessee and, within sixty days after the entry thereof, such judgment shall not have been discharged or propertyexecution thereof stayed pending appeal, or if if, within sixty days after the expiration of any trustee in bankruptcy such stay, such judgment shall be appointed under the laws of the United States or any statenot have been discharged; then, and in any such Event of Default, regardless of the case pendency of an involuntary filing onlyany proceeding which has or might have the effect of preventing Lessee from complying with the terms, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term covenants or conditions of this Agreement Lease, Lessor, at any time thereafter may give a written termination notice to Lessee, and on the date specified in such notice (which shall be not less than 15 days after such notice) this Lease shall terminate and, subject to Article 25, the Lease Term shall expire and terminate by limitation, and all rights of Licensor's gaming licenses are suspendedLessee under this Lease shall cease, revoked unless before such date (i) all arrears of Rent (with interest at the rate of ten percent per annum) and all costs and expenses, including reasonable attorneys’ fees, incurred by or otherwise impacted by any gaming regulatory agencyon behalf of Lessor hereunder, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee shall have been paid by Lessee, and (ii) all other defaults at the right time existing under this Lease shall have been fully remedied to terminate the satisfaction of Lessor. Lessee shall reimburse Lessor for all costs and expenses, including reasonable attorneys’ fees, incurred by or on behalf of Lessor occasioned by or in connection with any default by Lessee under this AgreementLease.

Events of Default and Termination. 14.01 (a) Licensee shall be deemed to be in default of this Agreement, and Licensor shall have the right to immediately terminate this AgreementAgreement or notify Licensee that Licensor has revoked the exclusive license granted herein and that such license grant under this Agreement is now a non-exclusive license, in the event Licensee fails after fifteen thirty (1530) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with any other of Licensee's material obligations hereunder. 14.02 (b) If during the Term of this Agreement Licensee shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 (c) If during the Term of this Agreement any of Licensee's gaming licenses is suspended, revoked or otherwise impacted made ineffective by any gaming regulatory agency, or Alliance Gaming Corporation's Compliance Committee disapproves or withdraws its approval as provided in Section 15.02 hereof, Licensor shall have the immediate right to terminate this Agreement; provided that the provisions of -------- Section 6 shall not be applicable or operative in this event. 14.04 (a) Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen thirty (1530) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. . (b) If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if . (c) If during the Term of this Agreement any of Licensor's gaming licenses are suspended, revoked or otherwise impacted made ineffective by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee disapproves or withdraws its approval as provided in Section 15.03 hereof; Licensee shall have the immediate right to terminate this Agreement; provided that the provisions of Section 6 shall not be applicable or -------- operative in this event.

Events of Default and Termination. 14.01 Licensee If any one or more of the following ("Events of Default") shall be deemed occur: (a) if Tenant shall fail to be in default of this Agreementpay any Fixed Rent when as the same becomes due and payable, and Licensor such rent remains unpaid ten days after notice in writing from Landlord; or (b) if Tenant shall have the right fail to immediately terminate this Agreement, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty days after notice thereof from Landlord, and Tenant within said period, subject to Unavoidable Delays, shall not commence with due diligence and dispatch the curing of Licensee's material obligations hereunder.such default, or, having so commenced, thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default for reasons other than Unavoidable Delays; or 14.02 If during the Term of this Agreement Licensee shall be unable to pay its liabilities when due, or (c) if Tenant shall make any a general assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statuteadmit in writing Tenant's inability to pay Tenant's debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or if shall file a petition seeking any receiver is appointed for its business reorganization, arrangement, composition, readjustment, liquidation, dissolution or propertysimilar relief under any present or future statute, law or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement any of Licensee's gaming licenses is suspended, revoked or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditorsregulation, or shall file any petition under any federal or state bankruptcy statutean answer admitting, or be adjudicated shall fail to contest, the material allegations of a bankrupt or insolventpetition filed against Tenant in any such proceeding, or if shall seek or consent to or acquiesce in the appointment of any trustee, receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws liquidator of the United States Tenant or any statematerial part of Tenant's properties; then, and in any such Event of Default, regardless of the case pendency of an involuntary filing onlyany proceeding which has or might have the effect of preventing Tenant from complying with the terms, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term covenants or conditions of this Agreement Lease, Landlord, at any time thereafter may give a written termination notice to Tenant, and on the date specified in such notice this Lease shall terminate and the Lease Term shall expire and terminate by limitation, and all rights of Licensor's gaming licenses are suspendedTenant under this Lease shall cease, revoked unless before such date (i) all arrears of Rent (with interest at the rate of twelve percent per annum) and all costs and expenses, including reasonable attorneys' fees, incurred by or otherwise impacted by any gaming regulatory agencyon behalf of Landlord hereunder, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee shall have been paid by Xxxxxx, and (ii) all other defaults at the right time existing under this Lease shall have been fully remedied to terminate the satisfaction of Landlord. Tenant shall reimburse Landlord for all costs and expenses, including reasonable attorneys' fees, incurred by or on behalf of Landlord occasioned by or in connection with any default by Tenant under this AgreementLease.

Events of Default and Termination. 14.01 (a) Licensee shall be deemed to be in default of this Agreement, and Licensor shall have the right to immediately terminate this Agreement, Agreement or notify Licensee that Licensor has revoked the license granted herein in the event Licensee fails after fifteen thirty (1530) days' ’ written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely reasonably comply with any other of Licensee's material ’s obligations hereunder. 14.02 (b) If during the Term of this Agreement Licensee shall be is unable to pay its liabilities when due, or shall make makes any assignment for the benefit of creditors, or shall file files any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 (c) If during the Term of this Agreement any of Licensee's ’s gaming licenses is are suspended, revoked or otherwise impacted made ineffective by any gaming regulatory agency, Licensor or Alliance Gaming Corporation’s Compliance Committee disapproves or withdraws its approval as provided in Section 15.02 hereof, either party shall have the immediate right to terminate this Agreement. 14.04 (a) Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen thirty (1530) days' ’ written notice to LicenseeLicensor, to completely reasonably comply with any of Licensor's material ’s obligations hereunder. . (b) If, during the Term of this Agreement, Licensor shall be is unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file files any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor Licensee may terminate this Agreement upon written notice. Further, if . (c) If during the Term of this Agreement any of Licensor's ’s gaming licenses are suspended, revoked or otherwise impacted made ineffective by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee disapproves or withdraws its approval as provided in Section 15.03 hereof; Licensee shall have the immediate right to terminate this Agreement.

Events of Default and Termination. 14.01 Licensee (a) The following events shall be considered “Events of Default” for purposes of this Reimbursement Agreement: (i) the City shall fail to pay when due any amount due and payable hereunder or pursuant to the Fee Agreement; or (ii) any representation, warranty, certification or statement made by the City in this Reimbursement Agreement or in any Related Document or in any certificate, financial statement or other document delivered pursuant to this Reimbursement Agreement or any Related Document shall (in any such case) prove to have been incorrect or untrue in any material respect when made or deemed to have been made; or (iii) the City shall default in the due performance or observance of (A) any covenant set forth in Section 5.01 hereof or (B) any other term, covenant (other than a covenant set forth in Section 5.01) or agreement contained in this Reimbursement Agreement and such default in the due performance or observance of any such other term, covenant or agreement shall remain unremedied for a period of sixty (60) days after the Bank shall have given the City written notice of such default; or (iv) this Reimbursement Agreement or any provision hereof at any time after its execution and delivery, or any Note, shall, for any reason, cease to be valid and binding on the City or in default full force and effect or shall be declared to be null and void, or the validity or enforceability of this Agreement, and Licensor Reimbursement Agreement or any Notes shall have be contested by the right to immediately terminate this Agreement, in City or by any Governmental Authority having jurisdiction over the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewithCity, or completely comply with the City shall deny that it has any other of Licensee's material obligations hereunder.or further liability or obligation under this Reimbursement Agreement or any Notes; or 14.02 If during (v) the Term of this Agreement Licensee City shall be unable admit in writing its inability to pay its liabilities when duedebts as they mature or shall declare a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee or receiver for itself or any part of its property, or shall make take any assignment action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee or receiver shall be appointed for it or for a substantial part of its property or revenues and shall not be discharged within a period of thirty (30) days; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding shall be instituted by or against the benefit City (or any action shall be taken to authorize or effect the institution by it of creditorsany of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall file any petition under any federal or state bankruptcy statute, or not be adjudicated dismissed within a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy period of thirty (30) days; or (vi) there shall be appointed under commenced against the laws City any case, proceeding or action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of the United States or any stateSystems, and which results in the case entry of an involuntary filing onlyorder for relief which shall not have been vacated, such impediment is not removed discharged, stayed or bonded pending appeal within thirty (30) days from the inception entry thereof; or (vii) any lien, pledge or security interest created to secure any amount due under this Reimbursement Agreement should fail to be fully enforceable with the same priority as and when such lien, pledge or security interest was first acquired; or (viii) an “Event of sameDefault” shall have occurred under the Ordinance, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement Reimbursement Agreement, any of Licensee's gaming licenses the Related Documents, the Parity Reimbursement Agreement or the Parity Ordinance as “Event of Default” is suspendeddefined in such documents; or (ix) a final, revoked nonappealable judgment or otherwise impacted by any gaming regulatory agency, Licensor shall have order for the right to terminate this Agreement. 14.04 Licensor payment of money in excess of $15,000,000 shall be deemed rendered against the City and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) days; or (x) the City shall fail to pay when due any non-debt obligation in excess of $5,000,000, which is payable from the City’s General Fund or the revenues of the Systems, except for the City’s failure to pay any such non-debt obligation where the payment of such non-debt obligation is being contested in good faith by the City and defended in an appropriate proceeding; or (xi) the City shall (a) fail to pay any indebtedness of the City for borrowed money, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness, or (b) fail to perform or observe any term, covenant or condition on its part to be in default of this Agreementperformed or observed under any ordinance, indenture, agreement or other instrument relating to any such indebtedness when required to be performed or observed, and Licensee such failure shall have not be waived and shall continue after the right applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure to immediately terminate this Agreementperform or observe is to accelerate, in or permit the event Licensor failsacceleration of, after fifteen with the giving of notice if required, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable or be required to be prepaid (15other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (xii) days' written notice the ratings assigned to Licensee, to completely comply with any of Licensor's material obligations hereunder. Ifthe City’s Parity Electric Utility Obligations, during Parity Water/Wastewater Obligations, or the Term of this AgreementPriority Lien Obligations by S&P, Licensor Moody’s or Fitch shall be unable lower than BBB-/Baa3/BBB-, respectively; or (xiii) the ratings assigned to pay its liabilities when dueany of the City’s Parity Electric Utility Obligations, or shall make any assignment for the benefit of creditorsParity Water/Wastewater Obligations, or Priority Lien Obligations by S&P, Moody’s or Fitch shall file any petition under any federal be withdrawn or state bankruptcy statutesuspended for reasons other than debt maturity, redemption or defeasance, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws non-provision of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty information; or (30xiv) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term of this Agreement any of Licensor's gaming licenses are suspended, revoked or otherwise impacted by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of has found any of the Licensed PropertyCity’s Parity Electric Utility Obligations, Licensee Parity Water/Wastewater Obligations or Priority Lien Obligations to have been issued illegally or in violation of the additional debt test in the related ordinance. (b) If an Event of Default shall have occurred and be continuing, then, and in every such event, the right Bank, in its sole discretion, may immediately declare the City in default of its obligations under this Reimbursement Agreement and provide written notice (substantially in the form attached hereto as Exhibit F) to the City, the Dealer, the Issuing and Paying Agent and the provider of liquidity or credit support under the Parity Reimbursement Agreement that the Commitment is terminated and that the Letter of Credit will terminate upon payment at maturity of the Notes that are outstanding as of the effective date of such notice and instructing the Issuing and Paying Agent to cease issuing Notes (a “No-Issuance Notice”). Any notice given pursuant to this Agreement.Section and received by the Dealer and the Issuing and Paying Agent as of 8:30 a.m. on any Business Day shall be effective as of such Business Day and any such notice received by the

Events of Default and Termination. 14.01 Licensee shall be deemed to be in default of this Agreement, 21.01 This Lease and Licensor shall have the right to immediately terminate this Agreement, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with any other of Licensee's material obligations hereunder. 14.02 If during the Term of this Agreement Licensee shall be unable and estate hereby granted are subject inter ----- alia to pay its liabilities when due, or the limitation that whenever Tenant shall make any an assignment for the ---- benefit of creditors, or shall file any a voluntary petition under any federal bankruptcy or state bankruptcy statuteinsolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency in filed against Tenant, or whenever a petition shall be adjudicated filed by or against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek to consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or whenever a bankrupt permanent or insolventtemporary receiver of Tenant or of, or for, the property of Tenant shall be appointed, or if Tenant shall plead bankruptcy or insolvency as a defense in any receiver is appointed for its business action or propertyproceeding, then, Landlord, (a) at any time after receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence of Tenant, at any trustee time after the event continues for sixty (60) days may give Tenant a notice of intention to end the Term at the expiration of five (5) days from the service of such notice of intention, and upon the expiration of said five (5) day period (whether or not the event resulting in bankruptcy such default shall have been cured within such five (5) day period) this Lease and the Term and estate hereby granted, whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided as in Article 30. The foregoing provisions of this Section 21.01 also shall be appointed under applicable to Guarantor as though wherever the laws word "Tenant" is used the words "and/or Guarantor" immediately followed. 21.02 This Lease and the Term and estate hereby granted are subject to the further limitation that (a) whenever Tenant shall default in the payment of any installment of Base Rent, or in the United States payment of any additional rent, on any day upon which the same shall be due and payable (following 5 days notice of such default from Landlord to Tenant with respect to two of such defaults in any Rent Year), or (b) whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any stateof Tenant's obligations hereunder, other than the payment of rent, and in the case of an involuntary filing only, if such impediment is situation shall continue and shall not removed be remedied by Tenant within thirty (30) days from after Landlord shall have given to Tenant a notice specifying the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement any of Licensee's gaming licenses is suspendedor, revoked or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is a happening or default which cannot removed with due diligence be cured within a period of thirty (30) days from and the inception continuance of which for the period required for cure will not subject Landlord to the risk of civil or criminal liability or termination of any superior lease or foreclosure of any superior mortgage, if Tenant shall not duly institute within such thirty (30) day period and diligently prosecute to completion within an additional 30 days all steps necessary to remedy the same, Licensor or, (c) whenever any event shall occur or any contingency shall arise whereby this Lease or any interest therein or the estate hereby granted or any portion thereof or the unexpired balance of the Term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 22, or (d) whenever Tenant shall abandon the Demised Premises, or a substantial portion of the Demised Premises shall remain vacant for a period of ten (10) consecutive days, unless such vacancy arises as a result of a casualty; then in any such event covered by subsections "a", "b", "c" or "d" of this Section 21.02, at any time thereafter, Landlord may terminate this Agreement upon written notice. Further, if during give to Tenant a notice of intention to end the Term of this Agreement any Lease at the expiration of Licensor's gaming licenses are suspendedten (10) days from the date of service of such notice of intention, revoked and upon the expiration of said ten (10) days (whether or otherwise impacted by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee event resulting in such default shall have been cured within such ten (10) day period) this Lease and the right to Term and estate hereby granted, whether or not the Term shall theretofore have commenced, shall terminate this Agreementwith the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 30.

Events of Default and Termination. 14.01 Licensee If any one or more of the following events (“Events of Default”) shall be deemed occur: (a) if Tenant shall fail to be in default of this Agreementpay any Rent when the same becomes due and payable; or (b) if Tenant shall fail to comply with or perform any other term, covenant or condition hereof, and Licensor such failure shall have the right to immediately terminate this Agreement, in the event Licensee fails continue for more than thirty days after fifteen (15) days' written notice thereof from Landlord, and Tenant within said period, subject to Licensee Unavoidable Delays, shall not commence with due diligence and dispatch the curing of such default, or, having so commenced, thereafter shall fail or neglect to make any payment prosecute or complete with due diligence and owing under dispatch the terms curing of this Agreement, furnish any statement in accordance herewith, or completely comply with any such default for reasons other of Licensee's material obligations hereunder.than Unavoidable Delays; or 14.02 If during the Term of this Agreement Licensee shall be unable to pay its liabilities when due, or (c) if Tenant shall make any a general assignment for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statuteadmit in writing Tenant’s inability to pay Tenant’s debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or if shall file a petition seeking any receiver is appointed for its business reorganization, arrangement, composition, readjustment, liquidation, dissolution or propertysimilar relief under any present or future statute, law or if any trustee in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. 14.03 If during the Term of this Agreement any of Licensee's gaming licenses is suspended, revoked or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during the Term of this Agreement, Licensor shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditorsregulation, or shall file any petition under any federal or state bankruptcy statutean answer admitting, or be adjudicated shall fail to contest, the material allegations of a bankrupt or insolventpetition filed against Tenant in any such proceeding, or if shall seek or consent to or acquiesce in the appointment of any trustee, receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws liquidator of the United States Tenant or any statematerial part of Tenant’s properties; then, and in any such Event of Default, regardless of the case pendency of an involuntary filing onlyany proceeding which has or might have the effect of preventing Tenant from complying with the terms, such impediment is not removed within thirty (30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term covenants or conditions of this Agreement Lease, Landlord, at any time thereafter may give a written termination notice to Tenant, and on the date specified in such notice this Lease shall terminate and the Lease Term shall expire and terminate by limitation, and all rights of Licensor's gaming licenses are suspendedTenant under this Lease shall cease, revoked or otherwise impacted by any gaming regulatory agencyunless before such date Tenant has paid all arrears of Rent. Even though an Event of Default may have occurred, or if Licensor is determined by a court of competent jurisdiction this Lease will continue in effect so long as Landlord does not be the owner of any of the Licensed Property, Licensee shall have the terminate Tenant’s right to terminate this Agreementpossession.

Events of Default and Termination. 14.01 Licensee shall be deemed to be in default of this Agreement, 21.01 This Lease and Licensor shall have the right to immediately terminate this Agreement, in the event Licensee fails after fifteen (15) days' written notice to Licensee to make any payment due and owing under the terms of this Agreement, furnish any statement in accordance herewith, or completely comply with any other of Licensee's material obligations hereunder. 14.02 If during the Term of this Agreement Licensee shall be unable and estate hereby granted are subject inter alia to pay its liabilities when due, or the limitation that whenever Tenant shall make any an assignment for the benefit of creditors, or shall file any a voluntary petition under any federal bankruptcy or state bankruptcy statuteinsolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is filed against Tenant, or whenever a petition shall be adjudicated filed by or against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or whenever a bankrupt permanent or insolventtemporary receiver of Tenant or of, or for, the property of Tenant shall be appointed, or if Tenant shall plead bankruptcy orinsolvency as a defense in any receiver is appointed for its business action or propertyproceeding, then, Landlord, (a) at any time after receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence of Tenant, at any trustee time after the event continues for sixty (60) days may give Tenant a notice of intention to end the Term at the expiration of five (5) days from the service of such notice of intention, and upon the expiration of said five (5) day period this Lease and the Term and estate hereby granted, whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided as in bankruptcy Article 30. 21.02 This Lease and the Term and estate hereby granted are subject to the further limitation that (a) whenever Tenant shall default in the payment of any installment of Base Rent, or in the payment of any additional rent, on any day upon which the same shall be appointed under due and payable; or (b) whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any of Tenant's obligations hereunder, other than the laws payment of the United States or any staterent, and if such situation shall continue and shall not be remedied by Tenant within fifteen (15) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of an involuntary filing onlya happening or default which cannot with due diligence be cured within a period of fifteen (15) days and the continuance of which for the period required for cure will not subject Landlord to the risk of criminal liability or termination of any superior lease or foreclosure of any superior mortgage, if Tenant shall not duly institute within such impediment is not removed within thirty fifteen (3015) day period and promptly and diligently prosecute to completion all steps necessary to remedy the same; or, (c) whenever any event shall occur or any contingency shall arise whereby this Lease or any interest therein or the estate hereby granted or any portion thereof or the unexpired balance of the Term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 22; or (d) whenever Tenant shall abandon the Demised Premises, or a substantial portion of the Demised Premises shall remain vacant for a period of ten (10) consecutive days, unless such vacancy arises as a result of a casualty; then in any such event covered by subsections "a", "b", "c", or "d" of this Section 21.02, at any time thereafter, Landlord may give to Tenant a notice of intention to end the Term of this Lease at the expiration of three (3) days from the inception date of sameservice of such notice of intention, Licensor may terminate and upon the expiration of said three (3) days this Agreement upon written notice. 14.03 If during Lease and the Term of this Agreement any of Licensee's gaming licenses is suspendedand estate hereby granted, revoked whether or otherwise impacted by any gaming regulatory agency, Licensor shall have the right to terminate this Agreement. 14.04 Licensor shall be deemed to be in default of this Agreement, and Licensee shall have the right to immediately terminate this Agreement, in the event Licensor fails, after fifteen (15) days' written notice to Licensee, to completely comply with any of Licensor's material obligations hereunder. If, during not the Term of this Agreementshall theretofore have commenced, Licensor shall be unable to pay its liabilities when dueterminate with the same effect as if that day were the Expiration Date, or but Tenant shall make any assignment remain liable for the benefit of creditors, or shall file any petition under any federal or state bankruptcy statute, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee damages as provided in bankruptcy shall be appointed under the laws of the United States or any state, and in the case of an involuntary filing only, such impediment is not removed within thirty (Article 30) days from the inception of same, Licensor may terminate this Agreement upon written notice. Further, if during the Term of this Agreement any of Licensor's gaming licenses are suspended, revoked or otherwise impacted by any gaming regulatory agency, or if Licensor is determined by a court of competent jurisdiction not be the owner of any of the Licensed Property, Licensee shall have the right to terminate this Agreement.