Common use of Mortgaged Lease Clause in Contracts

Mortgaged Lease. (i) The Mortgagor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep the Mortgaged Lease in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject to the terms of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no default under the Mortgaged Lease, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Lease, giving the details thereof. (ii) In the event the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Lease, such acquisition will not merge with the leasehold estate created by the Mortgaged Lease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iii), or from the Lessor under the Mortgaged Lease, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, or termination of the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunder. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) Intentionally deleted. (viii) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the Mortgagee. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election.

Mortgaged Lease. Mortgagor represents, warrants and covenants the following with respect to the Mortgaged Lease: (i) The Mortgaged Lease creates a valid and subsisting leasehold interest in Mortgagor, superior and paramount to all other Leases respecting the property which is demised to Mortgagor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in under the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep except for the Leases (if any) identified as Prior Liens, (ii) the Mortgaged Lease is in full force and effect effect, and to preserve and keep unimpaired except for any cure obligations necessary for the rights of the Mortgagor thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject to the terms assumption of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed Lease pursuant to the MortgageeUnited States Bankruptcy Code, stating that there is to Mortgagor's best knowledge no default under the Mortgaged Lease, or any state of facts whichevent has occurred that, with the giving of notice or the passage of time or notice or both, would constitute such a default thereunder, or if there be would entitle Mortgagor or any default party under the Mortgaged LeaseLease to cancel the same or otherwise avoid its obligations, giving (iii) the details thereofMortgaged Lease is not subject to any defenses, offsets or counterclaims to the Mortgagor's best knowledge and there have been no renewals or extensions of or supplements, modifications or amendments to the Mortgaged Lease not previously disclosed to Mortgagee and (iv) all rent, additional rent and other sums owed by Mortgagor under the Mortgaged Lease through the date hereof have been paid. (iib) In Except for this Mortgage or other assignments in favor of Mortgagee and that certain mortgage issued by Mortgagor on the event date hereof in favor of Mortgagee, for the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Leasebenefit of UBS AG, such acquisition will not merge with the leasehold estate created by the Mortgaged LeaseSTAMFORD BRANCH, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgageas mortgagee, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing execution and delivery of the occurrence of Credit Agreement, Mortgagor has not executed any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iii), or from the Lessor under the Mortgaged Lease, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, or termination of the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunder. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) Intentionally deleted. (viii) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the Mortgagee. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election.------------------

Mortgaged Lease. (i) The Mortgagor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep the Mortgaged Lease in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject to the terms of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no default under the Mortgaged Lease, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Lease, giving the details thereof. (ii) In the event the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Lease, such acquisition will not merge with the leasehold estate created by the Mortgaged Lease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iii14.21(iii), or from the Lessor under the Mortgaged Lease, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed)Mortgagee, amend, modify, surrender, impair, forfeit, cancel, or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, or termination of the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.21(iv) shall be void and of no force or effect. (v) No release or forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) Intentionally deletedMortgagor covenants and agrees that the Mortgaged Lease now is and shall at all times be subject in each and every respect to the terms, conditions and Lien of this Mortgage. Mortgagor shall execute, acknowledge and deliver any instruments requested by Mortgagee to confirm the foregoing. (viii) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the Mortgagee. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election.

Mortgaged Lease. (i) The Mortgagor shall punctually and properly perform, observe and otherwise comply in all material respects with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep the Mortgaged Lease in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunder. Upon the reasonable request of the MortgageeMortgagee at reasonable intervals, the Mortgagor shall, subject to the terms of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no default under the Mortgaged Lease, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Lease, giving the details thereof. (ii) In the event the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Lease, such acquisition will not merge with the leasehold estate created by the Mortgaged Lease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iiiSection 14.21(iii), or from the Lessor under the Mortgaged Lease, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other personPerson. (iv) The Mortgagor shall not surrender Except as otherwise permitted under Section 10.6 of the leasehold estate created by Indenture, the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will shall not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of of, the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.21(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) Intentionally deleted. (viiivi) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the MortgageeMortgagee which consent shall not be unreasonably withheld. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election. THUS DONE AND PASSED, on the day, month and year first written above, effective as of the Effective Date, in the State and Parish aforesaid, by the undersigned Mortgagor in the presence of the undersigned Notary and the undersigned competent witnesses, who hereunto sign their names with Mortgagor after reading of the whole. WITNESSES: MORTGAGOR: JALOU OF JEFFERSON, LLC, a Louisiana limited liability company /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxx X. Xxxxxxx Printed Name: Xxxxxx X. Xxxxxxxx Xxx X. Xxxxxxx Authorized Officer /s/ Xxxxxxxx X. Xxxx, Xx. Printed Name: Xxxxxxxx X. Xxxx, Xx. /s/ Xxxxxxxx X. Xxxxxxxxxx Notary Public ONE CERTAIN LOT OF GROUND, situated in the State of Louisiana, Parish of Jefferson, in that part known as Xxxx Farms, which portion of ground is designated as LOT 25X2A on a plat of survey and resubdivision by Dading, Marques and Associates, Inc., dated October 22, 2002 last revised September 10, 2003 being composed of original Lot 24-A-1-A, and portions of Lots 25-X2 and 24-B-2-A Xxxx Farms and Lots P, O, Q, and R Square 4 of Borne Subdivision, bounded by West Bank Expressway, Jung Blvd., Xxxxxx Street, Xxxxxxx Street, St. Xxxx Place, Fourth Street and Xxxxxx Road and being more fully described as follows: Commencing at the northwest corner of Westbank Expressway and Xxxxxx Road, thence measure along the north right of way line of West Bank Expressway in a westerly direction a distance of 253.51 plan, 253.73 title to the point of beginning, thence measure along said right of way in a westerly direction along the arc of a curve to the right having a radius of 3785.02 a distance of 168.81’ to a point, thence continue along said right of way line north 73 degrees 11’ 07” west a distance of 344.16’ to a point, thence measure north 14 degrees 55’ 24” east a distance of 304.24 plan, 307.76 actual to the south right of way line of Xxxxxx Street, thence measure along the south right of way line of Xxxxxx Street South 73 degrees 32’ 20” east a distance of 112.16’ to a point, thence measure north 14 degrees 57’ 26” east a distance of 790.95’ to a point, thence measure north 40 degrees 10’ 17” east a distance of 160.62’ to a point, thence measure south 75 degrees 55’ 57” east a distance of 215.15 to a point, thence measure south 14 degrees 04’ 03” west a distance of 256.20’ to a point, thence measure north 74 degrees 17’ 17” west a distance of 97.78’ to a point, thence measure south 14 degrees 04’ 03” west a distance of 300’ to a point, thence measure south 74 degrees 17’ 17” east a distance of 195.56 to a point, thence measure south 14 degrees 04’ 03” west a distance of 700’ to the point of beginning, and containing 10 acres. 1. Each of the liens and other encumbrances excepted as being prior to the Lien hereof as set forth in Schedule B to the marked title insurance commitment issued by Lawyers Title Insurance Corporation, dated as of the date hereof and delivered to the Trustee on the date hereof, bearing Lawyers Title Insurance Corporation reference number 40887 /dd relating to the real property described in Schedule A attached hereto. 2. Zoning and building ordinances and regulations, to the extent they constitute Permitted Liens of the type described in clause (4) of the definition thereof. 1. Sublease Agreement between Jalou of Jefferson, LLC, as Landlord, and Subway Real Estate Corp., as Tenant, dated December 9, 2004. 2. Sublease Agreement between, Jalou of Jefferson, LLC, as Sub-lessor, and Point of Sale, L.L.C. as Sub-lessee, dated July 1, 2004.

Mortgaged Lease. (i) The Mortgagor Grantor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep the Mortgaged Lease in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor Grantor thereunder. Upon request of the MortgageeBeneficiary, the Mortgagor Grantor shall, subject to the terms of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed to the MortgageeBeneficiary, stating that there is no default under the Mortgaged Lease, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Lease, giving the details thereof. (ii) In the event the Mortgagor Grantor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Lease, such acquisition will not merge with the leasehold estate created by the Mortgaged Lease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this MortgageDeed of Trust, and the Mortgagor Grantor shall execute, acknowledge and deliver any instruments requested by the Mortgagee Beneficiary to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor Grantor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor Grantor shall promptly notify the Mortgagee Beneficiary in writing wiring of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor Grantor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor Grantor shall notify the Mortgagee Beneficiary in sufficient time to enable the Mortgagee Beneficiary (but the Mortgagee Beneficiary shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee Beneficiary from the Mortgagor Grantor pursuant to this subsection 14.20(iiiSection 14.21(iii), or from the Lessor under the Mortgaged Lease, of any such notice of default by, or inability to make any payment by, the Mortgagor Grantor thereunder, the Mortgagee Beneficiary may rely thereon and, after reasonable notice to the MortgagorGrantor, take such action as the Mortgagee Beneficiary deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor Grantor or by any other personPerson. (iv) The Mortgagor shall not surrender Except as otherwise permitted under Section 10.6 of the leasehold estate created by Indenture, the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor Grantor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed)Beneficiary, amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of of, the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.21(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor Grantor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor Grantor with the estate of the Lessor will result with respect to the Mortgagee Beneficiary or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage Deed of Trust without the written consent of the MortgageeBeneficiary. (vii) Intentionally deleted. (viiivi) The Mortgagor Grantor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the MortgageeBeneficiary. The Mortgagor Grantor hereby irrevocably assigns to the Mortgagee Beneficiary the right to exercise such election.

Mortgaged Lease. (i) The Mortgagor shall punctually and properly perform, observe and otherwise comply in all material respects with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Lease and do or cause to be done all things necessary or appropriate to keep the Mortgaged Lease in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunder. Upon reasonable request of the MortgageeMortgagee at reasonable intervals, the Mortgagor shall, subject to the terms of the Mortgaged Lease, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no default under the Mortgaged Lease, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Lease, giving the details thereof. (ii) In the event the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Lease, such acquisition will not merge with the leasehold estate created by the Mortgaged Lease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Lease or perform or comply with any of its obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iiiSection 14.21(iii), or from the Lessor under the Mortgaged Lease, of any ------------------ such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other personPerson. (iv) The Mortgagor shall not surrender Except as otherwise permitted under Section 10.6 of the leasehold estate created by Indenture, the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will shall not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of of, the Mortgaged Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.21(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Lease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Lease and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Lease to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) Intentionally deleted. (viiivi) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the MortgageeMortgagee which consent shall not be unreasonably withheld. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election. THUS DONE AND PASSED, on the day, month and year first written above, effective as of the Effective Date, in the State and Parish aforesaid, by the undersigned Mortgagor in the presence of the undersigned Notary and the undersigned competent witnesses, who hereunto sign their names with Mortgagor after reading of the whole. WITNESSES: MORTGAGOR: HOUMA TRUCK PLAZA & CASINO, L.L.C., a Louisiana limited liability company /s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxx X. Xxxxxxx ___________________________________ By: _____________________________________ Xxxxxxx X. Xxxxxxxxxx Printed Name:______________________ Xxx X. Xxxxxxx Authorized Officer /s/ Xxxxxxxx X. Xxxx, Xx. ___________________________________ Xxxxxxxx X. Xxxx, Xx. Printed Name: _____________________ /s/ Xxxxxxxx X. Xxxxxxxxxx _______________________________________ Notary Public Schedule A ---------- Legal Description [to come from title policy] Schedule B ---------- Prior Liens ----------- 1. Each of the liens and other encumbrances excepted as being prior to the Lien hereof as set forth in Schedule B to the marked title insurance commitment issued by Lawyers Title Insurance Corporation, dated as of the date hereof and delivered to Trustee on the date hereof, bearing Lawyers Title Insurance Corporation reference number 37640REV relating to the real property described in Schedule A attached hereto. 2. Zoning and building ordinances and regulations, to the extent they constitute Permitted Liens of the type described in clause (4) of the definition thereof. Schedule C ---------- Leases Affecting the Mortgaged Property NONE Exhibit 1 --------- FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the "Agreement") is made and entered into as of the ____ day of _______, ____ by and between ________________________________, as trustee, having an office at _________________ (in such capacity, "Trustee"), and _____________________, having an office at __________________________ ("Tenant").