Violations. Such Seller’s respective Company is not in material violation of any applicable laws.

Violations. Promptly after becoming aware thereof, notify Agent in writing of any violation of any law, statute, regulation or ordinance of any Governmental Body, or of any agency thereof, applicable to any Borrower which could reasonably be expected to have a Material Adverse Effect.

Violations. Seller has not received written notice from a Governmental Authority of any Violation that remains uncured or not rescinded and no Violations exist with respect to the Assets.

Violations. Use commercially reasonable efforts to # close out any open building permits at the Property and # cure any Violations prior to Closing.

Violations. The Casino Operator shall be relieved of the obligation to make the Minimum Payments, Daily Payments and Louisiana Gross Gaming Revenue Share Payments (collectively, the “Revenue Share Payments”) as set forth in [Section 1.3(c)] - “Judicial Relief for Exclusivity Violation” only if all of the following three conditions ((A) through (C)) occur:

Violations. Each Party hereby certifies that it is not in Violation, and that to its Knowledge it has not employed or used, and will not employ or otherwise use, the services of any Person (including any employee, officer, director, Affiliate or Third Party contractor) who is in Violation in the performance of Development or Commercialization activities under this Agreement. Each Party will notify the other Party in writing promptly if any such Violation comes to its attention.

Violations. Either Party may Cancel this Subordinate Agreement for a material breach of the Subordinate Agreement or the Order (as relevant) by the other Party, if such breach is not cured within thirty (30) days of written notice of the breach. Notwithstanding anything else herein, neither Party shall Cancel this Subordinate Agreement nor any Order until such Party has first given the other Party a written notice specifying the breach that justifies Cancellation and an opportunity to cure such breach as required herein. If the breach is one that by its nature could be cured by the Party receiving such notice (no matter how long it might take), neither Party shall Cancel unless such notice includes a written demand for cure of such breach and gives the receiving Party thirty days (or if that is not practical or sufficient given the circumstances a reasonable period not to exceed sixty (60) days for Cancellation of an Order or ninety (90) days for Cancellation of this Subordinate Agreement) in which to cure such breach. During the cure period, the Parties’ participation in the activities outlined in II # may be reduced or temporarily halted until the breach is cured. Neither Party is liable to the other Party for detriment resulting purely from a proper Cancellation of the Subordinate Agreement or any Order.

Violations. To the Seller’s knowledge, as of the Effective Date, Seller has not received any written notice from any governmental authority alleging a violation of any laws or ordinances regulating the use of the Property.

Violations. In the event that Seller receives any written notification from a governmental or public authority (or a third party acting under the authority of a governmental or public authority) notifying Seller that the Property is in violation of any applicable fire, health, building, use, occupancy, zoning or other applicable laws, then # if the estimated cost to cure such violation is $100,000 or less (as reasonably determined by the parties), Seller shall cure such violation or, if such cannot reasonably be cured prior to the Closing Date, give Purchaser a credit for an amount reasonably estimated by the parties to cure such violation, and # if the estimated cost to cure such violation is greater than $100,000 (as reasonably determined by the parties) or a “Non-Monetary Violation” (as hereinafter defined), then Seller shall, in written notice to Purchaser prior to the Closing Date, elect to either # cure such violation or, if such cannot reasonably be cured prior to the Closing Date and is not a Non-Monetary Violation, provide Purchaser with a credit against the Purchase Price at Closing in the amount equal to the estimated cost to cure such violation, as reasonably determined by the parties, or # not to cure such violation. In the event Seller elects to (and does prior to Closing) cure any such violation or provide Purchaser with a credit against the Purchase Price as specified in [subsections (i) or (ii)(A)])] above, then Purchaser AmericasActive:17009577.1

No Defaults or Violations. There does not exist any Default or Event of Default, as hereinafter defined, under this Agreement, or any default or violation by the Borrower of or under any of the terms, conditions or obligations of: # its partnership agreement if the Borrower is a partnership, its articles or certificate of incorporation, regulations and bylaws if the Borrower is a corporation, its articles or certificate of organization and operating agreement if the Borrower is a limited liability company, or its other organizational documents as applicable; # any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is a party or by which it is bound; or # any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the action of any court or any governmental authority or agency; and the consummation of this Agreement and the transactions set forth herein will not result in any such Default, Event of Default or violation.