Common use of Title to Complex Clause in Contracts

Title to Complex. Owner covenants and agrees that it 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, except for such mortgages or other encumbrances related to Owner's financing of the purchase and refurbishment of the Complex to be constructed on the Property (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) such as do not materially and adversely affect the use thereof by Operator; (ii) mortgages or other encumbrances related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. 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 Operator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type 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 will have has 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, except for subject to such mortgages or other encumbrances related to Owner's financing of the purchase and refurbishment of the Complex to be constructed in effect on the Property (the "Project Financing")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) such as those that do not materially and adversely affect the use thereof by OperatorOwner; (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. This 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 OperatorEldorado. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type which 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 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, except for such mortgages or other encumbrances related to Owner's financing of the purchase and refurbishment of the Complex to be constructed on the Property (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) such as do not materially and adversely affect the use thereof by Operator; (ii) mortgages or other encumbrances related to the financing of the Complex and the FF&E; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. 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 Operator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type 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 will have 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 the riverboat, if the Owner shall so elect), and full ownership of and title to the improvements of the Complex, except for such mortgages or other encumbrances related to Owner's financing of the purchase and refurbishment of the Complex and the retail mall to be constructed on the Property (the "Project Financing")Property; 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) such as do not materially and adversely affect the use thereof by Operator; (ii) mortgages or other encumbrances related to the financing of the Complex and the FF&EComplex; (iii) leases of personal property and equipment; and (iv) purchase money mortgages. 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 Operator. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type 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 will have has 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, except for subject to such mortgages or other encumbrances related to Owner's financing of the purchase and refurbishment of the Complex to be constructed in effect on the Property (the "Project Financing")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) such as those that do not materially and adversely affect the use thereof by OperatorEldorado; (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. This 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 OperatorEldorado. Owner also agrees to pay, prior to delinquency, all taxes and assessments of whatever type which 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.