Common use of Title to Complex Clause in Contracts

Title to Complex. Owner covenants and agrees that it has and it will maintain throughout the Term of this Agreement: (a) A leasehold interest in the Property and full ownership of and title to the improvements of the Complex, subject to such mortgages or other encumbrances in effect on the date hereof; and (b) Full ownership of the furnishings, fixtures and equipment located on the Property (“FF&E”), free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except: (i) those that do not materially and adversely affect the use thereof by Eldorado; (ii) mortgages or other encumbrances existing as of the date hereof or as are otherwise related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. Except to the extent provided herein or in that certain Fourth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture dated as of ______________, 2005 (the “Partnership Agreement”), this Agreement shall not be subject to forfeiture or termination under any financing documents relating to the Complex, except in accordance with the provisions of this Agreement, notwithstanding that there shall be a default under such financing documents. Owner further covenants and agrees to pay and discharge any ground rents, any other rental payments, concession charges or any other charges payable by Owner in respect of the Complex, and, at its own expense, to undertake and prosecute all appropriate actions, judicial or otherwise, to facilitate the quiet and peaceable operation of the Complex by Eldorado. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type that may become a lien on the Complex and which may be due and payable during the Term, unless (i) payment thereof is in good faith being contested by Owner, (ii) enforcement of any purported lien is stayed, and (iii) Owner maintains adequate reserves in a separate account with a reputable financial institution in order to discharge any such lien upon five (5) days notice of the existence of such lien.

Title to Complex. Owner covenants and agrees that it has and it will maintain throughout the Term of this Agreement: (a) A leasehold interest in the Property and full ownership of and title to the improvements of the Complex, subject to such mortgages or other encumbrances in effect on the date hereof; and (b) Full ownership of the furnishings, fixtures and equipment located on the Property (“FF&E”), free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except: (i) those that do not materially and adversely affect the use thereof by EldoradoOwner; (ii) mortgages or other encumbrances existing as of the date hereof or as are otherwise related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. Except to the extent provided herein or in that certain Fourth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture dated as of ______________July 21, 2005 (the “Partnership Agreement”), this Agreement shall not be subject to forfeiture or termination under any financing documents relating to the Complex, except in accordance with the provisions of this Agreement, notwithstanding that there shall be a default under such financing documents. Owner further covenants and agrees to pay and discharge any ground rents, any other rental payments, concession charges or any other charges payable by Owner in respect of the Complex, and, at its own expense, to undertake and prosecute all appropriate actions, judicial or otherwise, to facilitate the quiet and peaceable operation of the Complex by Eldorado. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type that may become a lien on the Complex and which may be due and payable during the Term, unless (i) payment thereof is in good faith being contested by Owner, (ii) enforcement of any purported lien is stayed, and (iii) Owner maintains adequate reserves in a separate account with a reputable financial institution in order to discharge any such lien upon five (5) days notice of the existence of such lien.

Title to Complex. Owner covenants and agrees that it has will have and it will maintain throughout the Term of this Agreement: (a) A leasehold interest in the Property (and the riverboat, if the Owner shall so elect), and full ownership of and title to the improvements of the Complex, subject to except for such mortgages or other encumbrances in effect related to Owner's financing of the purchase and refurbishment of the Complex to be constructed on the date hereofProperty (the "Project Financing"); and, (b) Full ownership of the furnishings, fixtures and equipment located on the Property (“"FF&E”"), free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except: (i) those that such as do not materially and adversely affect the use thereof by EldoradoOperator; (ii) mortgages or other encumbrances existing as of the date hereof or as are otherwise related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. Except to the extent provided herein or in that certain Fourth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture dated as of ______________, 2005 (the “Partnership Agreement”), this This Agreement shall not be subject to forfeiture or termination under any financing documents relating to the Complex, except in accordance with the provisions of this Agreement, notwithstanding that there shall be a default under such financing documents. Owner further covenants and agrees to pay and discharge any ground rents, any other rental payments, concession charges or any other charges payable by Owner in respect of the Complex, and, at its own expense, to undertake and prosecute all appropriate actions, judicial or otherwise, to facilitate the quiet and peaceable operation of the Complex by EldoradoOperator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type that which may become a lien on the Complex and which may be due and payable during the Term, unless (i) payment thereof is in good faith being contested by Owner, (ii) enforcement of any purported lien is stayed, and (iii) Owner maintains adequate reserves in a separate account with a reputable financial institution in order to discharge any such lien upon five (5) days notice of the existence of such lien.

Title to Complex. Owner covenants and agrees that it has and it will maintain throughout the Term of this AgreementAgreement it will maintain: (a) A leasehold Full fee simple absolute possessory interest in the Property and full ownership of and title to the improvements of the Complex, subject to except for such mortgages or other encumbrances in effect related to Owner's financing of the purchase and refurbishment of the Complex and the retail mall to be constructed on the date hereofProperty; and, (b) Full ownership of the furnishings, fixtures and equipment located on the Property (“"FF&E”"), free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except: (i) those that such as do not materially and adversely affect the use thereof by EldoradoOperator; (ii) mortgages or other encumbrances existing as of the date hereof or as are otherwise related to the financing of the Complex and the FF&EComplex; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. Except to the extent provided herein or in that certain Fourth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture dated as of ______________, 2005 (the “Partnership Agreement”), this This Agreement shall not be subject to forfeiture or termination under any financing documents relating to the Complex, except in accordance with the provisions of this Agreement, notwithstanding that there shall be a default under such financing documents. Owner further covenants and agrees to pay and discharge any ground rents, any other rental payments, concession charges or any other charges payable by Owner in respect of the Complex, and, at its own expense, to undertake and prosecute all appropriate actions, judicial or otherwise, required to facilitate assure the quiet and peaceable operation of the Complex by EldoradoOperator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type that which may become a lien on the Complex and which may be due and payable during the Term, unless (i) payment thereof is in good faith being contested by Owner, (ii) enforcement of any purported lien is stayed, and (iii) Owner maintains adequate reserves in a separate account with a reputable financial institution in order to discharge any such lien upon five (5) days notice of the existence of such lien. ARTICLE THREE ------------- NOTICES ------- Any and all written notices required by this Agreement shall be either hand-delivered or mailed, certified mail, return receipt requested, telexed, telecopied, or sent via commercial courier, addressed to: TO OPERATOR: --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Telecopier No. ------------ WITH COPY TO: --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Telecopier No. ------------ TO OWNER: --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Telecopier No. ------------ WITH COPY TO: --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Telecopier No. ------------ All notices hand-delivered shall be deemed delivered as of the date actually delivered. All notices mailed shall be deemed delivered as of five (5) business days after the date postmarked. All notices telecopied shall be deemed delivered as of the business day immediately following the date receipt of the telecopy is confirmed. All notices sent via commercial courier shall be deemed delivered as of the business day immediately following the date the notice is entrusted to the commercial courier service with directions for service within one (1) day. Any changes in any of the addresses listed herein shall be made by notice as provided in this Article Three.

Title to Complex. Owner covenants and agrees that it has will have and it ---------------- will maintain throughout the Term of this Agreement: (a) A leasehold interest in the Property (and the riverboat, if the Owner shall so elect), and full ownership of and title to the improvements of the Complex, subject to except for such mortgages or other encumbrances in effect related to Owner's financing of the purchase and refurbishment of the Complex to be constructed on the date hereofProperty (the "Project Financing"); and, (b) Full ownership of the furnishings, fixtures and equipment located on the Property (“"FF&E”"), free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except: (i) those that such as do not materially and adversely affect the use thereof by EldoradoOperator; (ii) mortgages or other encumbrances existing as of the date hereof or as are otherwise related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. Except to the extent provided herein or in that certain Fourth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture dated as of ______________, 2005 (the “Partnership Agreement”), this This Agreement shall not be subject to forfeiture or termination under any financing documents relating to the Complex, except in accordance with the provisions of this Agreement, notwithstanding that there shall be a default under such financing documents. Owner further covenants and agrees to pay and discharge any ground rents, any other rental payments, concession charges or any other charges payable by Owner in respect of the Complex, and, at its own expense, to undertake and prosecute all appropriate actions, judicial or otherwise, to facilitate the quiet and peaceable operation of the Complex by EldoradoOperator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type that which may become a lien on the Complex and which may be due and payable during the Term, unless (i) payment thereof is in good faith being contested by Owner, (ii) enforcement of any purported lien is stayed, and (iii) Owner maintains adequate reserves in a separate account with a reputable financial institution in order to discharge any such lien upon five (5) days notice of the existence of such lien.