OWNER
IS UNSUITABLE TO MAINTAIN ANY GAMING APPROVALS ISSUED TO OWNER IN CONJUNCTION
WITH THE HOTEL OR OWNER FAILS TO OBTAIN OR MAINTAIN ANY MATERIAL LICENSE OR
PERMIT REQUIRED FOR OWNER'S PERFORMANCE UNDER THIS AGREEMENT.
(B)
THE FOLLOWING SHALL CONSTITUTE AN EVENT OF DEFAULT BY OPERATOR:
(I)
FAILURE TO OBTAIN OR MAINTAIN ANY GAMING APPROVAL DURING THE
TERM;
(II)
FRAUD OR ILLEGAL CONDUCT;
(III)
MATERIAL BREACH OF THIS AGREEMENT IF OPERATOR HAS NOT CURED SUCH
BREACH WITHIN A PERIOD OF 30 DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF; OR
(IV)
THE NEVADA GAMING COMMISSION DETERMINES THAT OPERATOR IS
UNSUITABLE TO CONTINUE THE OPERATION OF THE HOTEL.
(C)
IT SHALL BE A MATERIAL BREACH BY EITHER PARTY UPON:
(I)
ADMISSION IN WRITING OF SUCH PARTY'S INABILITY TO PAY ITS DEBTS
GENERALLY AS THEY BECOME DUE, OR AS REQUIRED BY THIS AGREEMENT;
(II)
WITH RESPECT TO SUCH PARTY, THE BANKRUPTCY, DISSOLUTION OR
APPOINTMENT OF A RECEIVER, OR THE VOLUNTARY FILING OF ANY PETITION THEREOF OR
CONSENT THERETO, OR ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, WHETHER UNDER
TITLE 11 OF THE UNITED STATES CODE OR ANY OTHER INSOLVENCY LAWS; OR
(III)
ANY LEVY OR JUDGMENT IS FILED AGAINST SUCH PARTY WHICH
(X) MATERIALLY ADVERSELY AFFECTS SUCH PARTY'S ABILITY TO PERFORM UNDER
A-12
THIS AGREEMENT, AND (Y) IS NOT SATISFIED OR OTHERWISE REMOVED, STAYED OR SET
ASIDE WITHIN 10 DAYS OF THE FILING THEREOF.
(D)
IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 9.01,
AND THE NON-DEFAULTING PARTY IS THE OWNER, IT MAY RECOVER SUCH DAMAGES SUFFERED
BY REASON OF THE DEFAULTING PARTY'S NON-COMPLIANCE, BREACH OR DEFAULT.
IF THE
AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 9.01, AND THE
NON-DEFAULTING PARTY IS THE OPERATOR, IT SHALL HAVE THE RIGHT TO COLLECT ANY
BASE FEE, INCENTIVE FEE, AND REIMBURSEMENT DUE UNDER SECTION 3.02 THROUGH THE
EFFECTIVE DATE OF THE TERMINATION.
9.02
PRIVILEGED LICENSES; UNSUITABILITY; TERMINATION. OPERATOR
ACKNOWLEDGES THAT OWNER AND ITS AFFILIATES ARE BUSINESSES THAT ARE OR MAY BE
SUBJECT TO AND EXIST BECAUSE OF PRIVILEGED LICENSES ISSUED BY THE GAMING
AUTHORITIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE
EVENT THAT (I) OWNER, IN ITS SOLE AND ABSOLUTE DISCRETION, DEEMS IT LIKELY
THAT OWNER'S CONTINUED AFFILIATION OR CONTRACTUAL RELATIONSHIP (INCLUDING THIS
AGREEMENT) WITH OPERATOR WILL PRECLUDE OR MATERIALLY DELAY, IMPEDE, JEOPARDIZE
OR IMPAIR THE ABILITY OF OWNER TO OBTAIN OR RETAIN ANY GAMING LICENSES IN ANY
JURISDICTION, OR RESULT IN THE IMPOSITION OF MATERIALLY BURDENSOME TERMS AND
CONDITIONS ON ANY SUCH GAMING LICENSES OR SUBJECT OWNER TO ANY DISCIPLINARY
PROCEEDINGS BY ANY GAMING AUTHORITIES OR CONSTITUTE A VIOLATION OF APPLICABLE
LAWS, THEN OWNER MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO
OPERATOR.
FOR PURPOSES OF THIS AGREEMENT, (A) THE "GAMING AUTHORITIES" SHALL BE
DEFINED AS THOSE NATIONAL, STATE, LOCAL AND OTHER GOVERNMENTAL, REGULATORY AND
ADMINISTRATIVE AUTHORITIES, AGENCIES, BOARDS AND OFFICIALS RESPONSIBLE FOR OR
INVOLVED IN THE REGULATION OF GAMING OR GAMING ACTIVITIES IN ANY APPLICABLE
JURISDICTION AND, WITHIN THE STATE OF NEVADA, SPECIFICALLY, THE NEVADA