SECTION 5.15.
REAL PROPERTY.
IN THE EVENT THAT ANY
CREDIT PARTY (I) ACQUIRES A REAL ESTATE ASSET AFTER THE CLOSING DATE, THEN SUCH
CREDIT PARTY, CONTEMPORANEOUSLY WITH ACQUIRING SUCH REAL ESTATE ASSET, SHALL,
SUBJECT TO RECEIPT OF ALL REQUIRED APPROVALS OF APPLICABLE GAMING AUTHORITIES,
TAKE ALL SUCH ACTIONS AND EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, ALL SUCH MORTGAGES, DOCUMENTS, INSTRUMENTS, AGREEMENTS, OPINIONS AND
CERTIFICATES SIMILAR TO THOSE DESCRIBED IN SECTION 3.1(R) THAT ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST TO CREATE IN FAVOR OF ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF SECURED PARTIES, A VALID AND, SUBJECT TO ANY FILING AND/OR
RECORDING REFERRED TO HEREIN, PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH
REAL ESTATE ASSETS (SUBJECT TO PERMITTED LIENS); AND (II) LEASES ANY LEASEHOLD
PROPERTY AFTER THE CLOSING DATE WITH AN ANNUAL RENT IN EXCESS OF $1,000,000,
THEN SUCH CREDIT PARTY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO
ADMINISTRATIVE AGENT A LANDLORD ACCESS AGREEMENT WITH RESPECT TO SUCH REAL
PROPERTY.
SECTION 5.16.
BROKER'S CLAIMS.
THE BORROWER HEREBY
INDEMNIFIES AND AGREES TO HOLD EACH LENDER AND ADMINISTRATIVE AGENT HARMLESS
FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES
WHICH MAY BE SUFFERED OR INCURRED BY SUCH LENDER OR ADMINISTRATIVE AGENT, AS THE
CASE MAY BE, IN RESPECT OF ANY CLAIM, SUIT, ACTION OR CAUSE OF ACTION NOW OR
HEREAFTER ASSERTED BY A BROKER OR ANY PERSON ACTING IN A SIMILAR CAPACITY
ARISING FROM OR IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN OR THEREIN, EXCEPT TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH LENDER OR ADMINISTRATIVE AGENT AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER.
THIS
SECTION 5.16 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
SECTION 5.17.
COMPLIANCE WITH ERISA.
EACH CREDIT PARTY
SHALL:
(I) MAINTAIN EACH EMPLOYEE BENEFIT PLAN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE INTERNAL REVENUE CODE AND
OTHER FEDERAL AND STATE LAW; (II) CAUSE EACH EMPLOYEE BENEFIT PLAN WHICH IS
QUALIFIED UNDER SECTION 401(A) OF THE INTERNAL REVENUE CODE TO MAINTAIN SUCH
QUALIFICATION; (III) NOT, AND SHALL CAUSE EACH OF ITS ERISA AFFILIATES TO NOT,
TERMINATE ANY PENSION PLAN SO AS TO INCUR ANY MATERIAL LIABILITY TO THE PENSION
BENEFIT GUARANTY CORPORATION; (IV) NOT ALLOW OR SUFFER TO EXIST ANY PROHIBITED
TRANSACTION INVOLVING ANY EMPLOYEE BENEFIT PLAN OR ANY TRUST CREATED THEREUNDER
WHICH WOULD SUBJECT SUCH CREDIT PARTY TO A MATERIAL TAX OR OTHER LIABILITY ON
PROHIBITED TRANSACTIONS IMPOSED UNDER SECTION 4975 OF THE INTERNAL REVENUE CODE
OR ERISA; (V) MAKE, AND SHALL CAUSE EACH OF ITS ERISA AFFILIATES TO MAKE, ALL
REQUIRED CONTRIBUTIONS TO ANY PENSION PLAN WHICH IT IS OBLIGATED TO PAY UNDER
SECTION 302 OF ERISA, SECTION 412 OF THE INTERNAL REVENUE CODE OR THE TERMS OF
SUCH EMPLOYEE BENEFIT PLAN; (VI) NOT, AND SHALL CAUSE EACH OF ITS ERISA
AFFILIATES TO NOT, ALLOW OR SUFFER TO EXIST ANY