Common use of Events of Default include Clause in Contracts

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to the Notes; (ii) default in payment when due of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Issuer to comply with Sections 4.08, Section 4.10 or 5.01 of the Indenture; (iv) failure by the Issuer for 60 days after written notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by the Issuer or any of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed for a period of 60 days; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in the Indenture, any Subsidiary of the Issuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenture, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or premium, if any. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interestinterest or Additional Interest, if any, with respect to on the Notes; (ii) default in payment when due of principal of, of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to redemption, upon purchase) , upon acceleration or otherwise, ; (iii) failure by the Issuer Company to comply with Sections 4.08, any of its agreements or covenants described under Section 4.10 4.15 or 5.01 of the Indenture; (iv) failure by the Issuer Company for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of the certain other agreements in the Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) aboveIndenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to an aggregate amount of Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, Company equal to or is created after the date of the Indenture, if that exceeding $10.0 million which default results in in, among other things, the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by certain final judgments for the Issuer or any payment of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating money in excess of US$50.0 $10.0 million (or in the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed aggregate that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in Company or any of its Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary Note Guarantee of the Issuer that is a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or noticeGuarantor denies its liability under such Note Guarantee. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Holders of Notwithstanding the Notes may not enforce the Indenture or the Notes except as provided foregoing, in the Indenture. Subject to certain limitations specified in the Indenture, Holders case of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or an Event of Default if it determines that withholding notice is in their interestarising from certain events of bankruptcy or insolvency, except a Default or Event of Default relating to the payment of principal or interest or premium, if any. The Holders of a majority in aggregate principal amount of the then all outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default will become due and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.payable without further action or

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to interest on the Notes; (ii) default in payment when due of principal of, of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, Notes; (iii) failure by the Issuer Authority or any of its Restricted Subsidiaries to comply with Sections 4.08, Section 4.10 or 5.01 of the Indenture; (iv) failure by the Issuer Authority or any of its Restricted Subsidiaries to observe or perform (A) the provisions of the Security Documents and the provisions of any covenant described in Section 4.07 or 4.09 of the Indenture for 60 30 days after written notice from to the Authority by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with or (B) any of the other agreements covenant, representation, warranty or other agreement in the Indenture or the Notes, not set forth Notes for 60 days after notice to the Authority by the Trustee or the Holders of at least 25% in clauses (i), (ii) or (iii) aboveaggregate principal amount of the Notes then outstanding voting as a single class; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Issuer Authority or any of its Restricted Subsidiaries which default (A) is caused by a Payment Default or the payment of which is guaranteed by the Issuer(B) whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and, ; and in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by certain final judgments for the Issuer or any payment of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating money in excess of US$$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified Authority or any of its Restricted Subsidiaries; (viii) revocation, termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at the Resort; (ix) cessation of gaming operations for a period of more than 90 consecutive days at the Resort (other than as a result of a casualty loss); (x) the Lease ceases to be in full force and effect; (xi) except as permitted by the Indenture, any Subsidiary of the Issuer that is a Significant Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Subsidiary Guarantor’s Subsidiary Guarantee; (xii) failure by the Tribe to comply with the provisions of Subsidiaries of Article 12 for 30 days after notice to the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due Authority and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Tribe by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenture, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or premium, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default voting as a single class; and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.(x)

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to interest on the Notes; (ii) default in payment when due of principal of, or premium, if any, on of the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to redemption, upon purchase) , upon acceleration or otherwise, ; (iii) failure by the Issuer Company to comply with Sections 4.08any of its agreements or covenants described under Section 3.08, Section 4.10 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Issuer Company for 60 30 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with any of the certain other agreements in the Indenture or and the Notes, not set forth in clauses (i), (ii) or (iii) aboveSecurity Documents; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to an aggregate amount of Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, Company equal to or is created after the date of the Indenture, if that exceeding $10 million which default results in in, among other things, the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by certain final judgments for the Issuer or any payment of its Significant Subsidiaries to pay final non-appealable judgments money in excess of $10 million in the aggregate (not paid or net of amounts covered by insurance as to which the relevant insurance company has not denied responsibilityor bonded) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Subsidiary Note Guarantee of the Issuer that is a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any group Guarantor denies its liability under its Note Guarantee (other than by reason of Subsidiaries release of a Guarantor from its Note Guarantee in accordance with the terms of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due Indenture and payable immediately without further action or noticesuch Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or premium, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, premium or the principal of, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interestinterest on, if any, or Liquidated Damages with respect to to, the NotesNotes (whether or not prohibited by the subordination provisions of this Indenture); (iib) default in payment when due of the principal of, of or premium, if any, on the Notes when (whether or not prohibited by the same becomes due and payable at maturity, upon redemption subordination provisions of this Indenture); (including in connection with an offer to purchase) or otherwise, (iiic) failure by the Issuer Company to comply with the provisions described under Sections 4.084.07, Section 4.10 4.09, 4.10, or 5.01 of the Indenture4.15; (ivd) failure by the Issuer Company for 60 days after written notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the this Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) above; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer Company or any of its Subsidiaries (or the payment of which is guaranteed Subsidiary Guaranteed by the IssuerCompany or any of its Subsidiaries) whether such Indebtedness or guarantee existed on the date of the IndentureSubsidiary Guarantee now exists, or is created after the date of the this Indenture, which default (i) is caused by a failure to pay principal of or premium, if that default any, or interest on such Indebtedness at its final stated maturity or (ii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such which Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerateddescribed in clauses (a) and (b) above, aggregates US$50.0 $5.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vif) failure by the Issuer Company or any of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof)$5.0 million, which judgments are not paid, bonded, discharged or stayed for a period of 60 days; and (viig) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified Company or any of its Subsidiaries; (h) the Subsidiary Guarantee of any Guarantor is held in judicial proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of the Indenture, ) or any Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms such Guarantor's obligations under its Subsidiary Guarantee (other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the terms of the Issuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or noticeIndenture). If any other Event of Default (other than an Event of Default specified in clause (g) above occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding under the Credit Agreement, upon a declaration of acceleration, the Notes shall be payable upon earlier of (x) the day which is five Business Days after the provision to the Company and the agent under the Credit Agreement of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the Credit Agreement. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (g) of this Section all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer Holding Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Holding Company is required upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interestinterest on, or Additional Amounts, if any, with respect to the Notes; , (ii) default in payment when due of principal of, of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwiseNotes, (iii) failure by the Issuer Company or any of its Restricted Subsidiaries to comply with Sections 4.08Section 5.01, Section 4.10 4.07, 4.09, or 5.01 4.11 of the Indenture; , (iv) failure by the Issuer Company or any of its Restricted Subsidiaries for 60 15 days after written notice from to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Section 4.10 or 4.14 of the Indenture or the Notes, (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of the other agreements in the Indenture or the Notes, not set forth (vi) voluntary relinquishment by the Company of any of its rights under the Non-Competition Agreement or failure by the Company for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% of the aggregate principal amount of the Notes outstanding to enforce any of such rights, in clauses (i)each case which is materially detrimental to the interests of the Company or the Holders, (ii) or (iii) above; (vvii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date of the Indenture, if that Company which default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (viviii) failure by certain final judgments for the Issuer or any payment of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed money that remain undischarged for a period of 60 days; and (viiix) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in the Indenture, any Subsidiary of the Issuer that is a Significant Subsidiary Company or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or noticeits Material Subsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to on, the Notes; (ii) default in the payment when due of principal of, or premium, if any, on the Notes when the same becomes due and payable (at maturity, upon redemption (including in connection with an offer to purchase) or otherwise) of the principal of, or premium on, if any, the Notes, (iii) failure by the Issuer Company to comply with the provisions of Sections 4.084.12 or 4.16 of the Indenture, Section 4.10 or failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 5.01 or 11.04 of the Indenture; (iv) failure by the Issuer Company to comply with the provisions of Section 4.03, 4.04. 4.26 or 4.27 of the Indenture and such default or breach is not cured within (A) 15 days after the date of any default under Section 4.03 or (B) 45 days after the date of any default under Sections 4.04, 4.26 or 4.27 it being understood that the date of default in the case of covenants tested at the end of a fiscal period is the last day of such fiscal period; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) aboveSecurity Documents; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed the failure by the Issuer Company or any of its Subsidiaries (Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date of the Indenture, if that default results in the acceleration of any such Indebtedness prior to its express maturity, andDebt by the holders thereof because of a default, in each case, if the principal total amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (Debt unpaid or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indentureaccelerated exceeds $35.0 million; (vivii) failure by one or more final judgments or orders for the Issuer payment of money are rendered against the Company or any of its Significant Subsidiaries to pay final non-appealable judgments (and are not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof)discharged, which judgments are not paid, bonded, discharged or stayed for and there is a period of 60 daysconsecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $35.0 million (in excess of amounts covered under insurance policies provided by policies with creditworthy insurance carriers that have not otherwise been denied or disclaimed) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect; and (viiviii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture defaults occur with respect to the Issuer Company or any Significant Subsidiary; (ix) any Note Guarantee of its Subsidiaries a Significant Subsidiary ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Note Guarantee; or (x) (A) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any portion of the Collateral (with a fair market value in excess of $35.0 million) intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required by the Indenture or the Security Documents), (B) any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect (except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the Indenture) or (C) the enforceability of the Liens created by the Security Documents shall be contested by the Company or any group of Subsidiaries that, taken together, would constitute Subsidiary Guarantor that is a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in the IndentureCompany, any Restricted Subsidiary of the Issuer Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or principal, premium, if any, or interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of all of the Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest principal of, premium on, if any, or premiuminterest, if any, on, or the principal of, the NotesNotes (including in connection with an offer to purchase). The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required, upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to interest or Liquidated Damages on the NotesNotes whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of principal of, of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) whether or otherwisenot prohibited by Article 10 of the Indenture , (iii) failure by the Issuer Company to comply with Sections 4.08, Section 4.10 or Section 5.01 of the IndentureIndenture and such failure shall have continued for 15 days, after notice from the Company or any holder of Notes, or failure by the Company or any of its Subsidiaries to comply with the provisions of Section 4.07 and Section 4.09 of the Indenture and such failure shall have continued for 30 days after notice from the Company or any holder of Notes; (iv) failure by the Issuer Company for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the certain other agreements in the Indenture or and the Notes, not set forth in clauses (i), (ii) or (iii) above; (v) payment default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, Company or is created after default under certain other agreements relating to the date of the Indenture, if that Indenture which default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by certain final judgments for the Issuer or any payment of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary of the Issuer that is a Significant Subsidiary Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes Guarantor or any Person acting on its behalf shall become due and payable immediately without further action deny or noticedisaffirm its obligations under such Guarantor's Note Guarantee. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest, if any, with respect to interest on the Notes; (ii) default in the payment when due of principal of, of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Issuer Company to comply with Sections 4.08Section 4.09, Section 4.10 or 5.01 of the Indenture, which failure remains uncured for 30 days; (iv) failure by the Issuer Company for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the certain other agreements in the Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer Company or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) Company or any of its Subsidiaries), whether such Indebtedness or guarantee existed on the date of the Indenture, Guarantee now exists or is created after the date of the Indenture, if that which default results (a) is caused by a Payment Default or (b) has resulted in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$50.0 $5 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Issuer Company or any of its Significant Material Subsidiaries to pay final non-appealable and such judgment or judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary aggregating in excess of US$50.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, PROVIDED that the aggregate of all such undischarged judgments exceeds $5 million; and (vii) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in the Indenture, any Subsidiary of the Issuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or noticeCompany. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; PROVIDED, that so long as any Indebtedness permitted to be incurred pursuant to clause (a) of the second paragraph of Section 4.09 of the Indenture shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness or (ii) five business days after receipt by the Company of written notice of such acceleration of the Notes. Holders Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary or any group of Material Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law. If an Event of Default occurs prior to August 15, 1998 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 consecutive days in the payment when due of interestinterest on, if any, with respect to the Notes; (ii) default in the payment when due of principal of, or premium, if any, on the Notes when the same becomes due and payable (at maturity, upon redemption (including in connection with an offer to purchase) or otherwise) of the principal of, or premium on, if any, the Notes, (iii) failure by the Issuer Company or any of its Restricted Subsidiaries to comply with Sections 4.08, the provisions of Section 4.10 or 5.01 of the Supplemental Indenture; (iv) failure by the Issuer Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes, not set forth in clauses (i), (ii) or (iii) aboveSupplemental Indenture; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer) whether such Indebtedness or guarantee existed on the date of the Indenture, Company which default is a Payment Default or is created after the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$50.0 million (or the Dollar Equivalent thereof) or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vivii) failure by the Issuer Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiaries Subsidiary, to pay final non-appealable judgments (not paid entered by a court or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Xxxx Macau or any Significant Subsidiary courts of competent jurisdiction aggregating in excess of US$$50.0 million (or the Dollar Equivalent thereofnet of any amounts covered by insurance policies issued by a reputable and creditworthy insurance company that is not contesting liability for such amounts), which final non-appealable judgments are not paid, bonded, discharged or stayed stayed, for a period of 60 daysdays after such judgment becomes final, and in the event such judgment is covered in full by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (viii) except as permitted by the Supplemental Indenture, any Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, is held in any final, non-appealable judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (viiix) certain events of bankruptcy or ASIA 00000000 11 insolvency specified in the Indenture with respect to the Issuer Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer specified in the IndentureCompany, any Restricted Subsidiary of the Issuer Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations specified in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal or interest or principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, Indenture except a continuing Default or Event of Default in the payment of interest or premiumprincipal of, premium on, if any, onor interest, or on the principal of, the NotesNotes (including in connection with an offer to purchase). The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon , and the Company is required, upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.