are available to Lessee pursuant to this Lease.
Should Lessee opt to terminate the Lease, Lessee shall pay no penalty,
liquidated damages, or termination or other fee, penalty or damages to Lessor.
The Parties expressly understand and agree that Lessee shall only be responsible
for making the Assumed Payments during the Lease Term, and only in the amounts
and in accordance with the terms and conditions indicated on Exhibit 10.
Should
the Lease be terminated or expire according to its terms, Lessee shall not be
responsible for and shall have no
obligation to continue making the Assumed Payments or pay any long terms
liabilities, accounts payable or other financial obligations of Lessor which
have not been paid on the date the Lease is terminated or expires.
5.
USE OF PREMISES.
A.
LESSEE MAY USE THE ASSETS FOR ANY LAWFUL
PURPOSE, INCLUDING, WITHOUT LIMITATION, RESTAURANT OPERATIONS, HOTEL OPERATIONS,
RETAIL SALES OPERATIONS, ENTERTAINMENT, AN ARCADE, PARKING, CASINO OPERATIONS AS
CONTEMPLATED BY THE GAMING ACT (THE GAMING ACT AND ALL AMENDMENTS AND GAMING
REGULATIONS NOW EXISTING OR HEREAFTER ADOPTED, AND ALL GAMING RELATED LAWS OF
THE CITY OF CRIPPLE CREEK AND THE COUNTY OF TELLER, ARE SOMETIMES COLLECTIVELY
REFERRED TO IN THIS LEASE AS THE "GAMING LAWS"), AND FOR ANY OTHER ANCILLARY OR
RELATED USE AS MAY BE PERMITTED BY LAW.
LESSOR SHALL HAVE NO CONTROL OVER OR
POWER TO INFLUENCE DECISIONS CONCERNING OPERATION OF THE ASSETS.
B.
LESSOR AGREES TO COOPERATE AS REASONABLY
REQUIRED BY LESSEE IN OBTAINING AND MAINTAINING SUCH LICENSES FOR THE ASSETS AS
LESSEE SHALL REQUIRE AND SHALL, IN PARTICULAR, EXECUTE ANY AND ALL DOCUMENTS
NECESSARY TO OBTAIN SUCH LICENSES.
LESSOR SHALL NOT CAUSE ANY SUCH LICENSES TO
BE DENIED, REVOKED, NOT RENEWED, OR SUSPENDED, WHETHER THROUGH ACTIONS OF LESSOR
PRIOR TO THE ISSUANCE OF SUCH LICENSES OR THEREAFTER DURING THE LEASE TERM.
C.
LESSOR FURTHER AGREES THAT FROM AND AFTER
THE DATE THE PARTIES EXECUTE THIS LEASE, LESSOR SHALL NOT GRANT OR CONVEY ANY
EASEMENT, LEASE, ENCUMBRANCE, LICENSE, PERMIT, OR ANY OTHER LEGAL OR BENEFICIAL
INTEREST IN OR TO THE ASSETS WITHOUT THE PRIOR, WRITTEN CONSENT OF LESSEE, NOR
SHALL LESSOR VIOLATE, OR ALLOW THE VIOLATION OF, ANY LAW, ORDINANCE, RULE OR
REGULATION AFFECTING THE ASSETS.
LESSOR SHALL DO OR CAUSE TO BE DONE ALL THINGS
REASONABLY WITHIN LESSOR'S CONTROL TO PRESERVE INTACT AND UNIMPAIRED ANY AND ALL
RIGHTS OF WAY, EASEMENTS, GRANTS, APPURTENANCES. PRIVILEGES, AND LICENSES IN
FAVOR AT OR CONSTITUTING ANY PORTION OF THE ASSETS.
D.
SUBJECT TO THE PROVISIONS OF SECTION 3.D.
HEREOF, LESSEE SHALL, AT ITS OWN EXPENSE, KEEP THE ASSETS IN GOOD REPAIR AND
TENANTABLE CONDITION AND SHALL INDEMNITY LESSOR AGAINST ANY LOSS, DAMAGE OR
EXPENSE ARISING BY REASON OF ANY FAILURE OF LESSEE SO TO KEEP THE ASSETS OR DUE
TO ANY ACT OR NEGLECT OF LESSEE, ITS AGENTS, EMPLOYEES, CONTRACTORS, INVITEES,
LICENSEES, TENANTS OR ASSIGNEES.
LESSEE SHALL MAKE NO STRUCTURAL MODIFICATIONS
TO THE GOLD RUSH OR GOLD DIGGER'S WITHOUT LESSOR'S CONSENT, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, PROVIDED THAT