ACTION
EFFECTED WITHOUT ITS CONSENT, BUT IF SETTLED WITH BORROWER'S CONSENT, OR IF
THERE BE A FINAL JUDGMENT FOR THE CLAIMANT IN ANY SUCH ACTION, BORROWER AGREES
TO INDEMNIFY, DEFEND AND SAVE HARMLESS SUCH INDEMNIFIED PARTIES FROM AND AGAINST
ANY LOSS OR LIABILITY BY REASON OF SUCH SETTLEMENT OR JUDGMENT.
THE PROVISIONS
OF THIS SECTION 5.14 SHALL SURVIVE THE TERMINATION OF THIS CREDIT AGREEMENT AND
BANK FACILITY TERMINATION AND THE ASSIGNMENT OR SUBPARTICIPATION OF ALL OR ANY
PORTION OF THE SYNDICATION INTEREST HELD BY ANY LENDER PURSUANT TO
SECTION 10.10.
SECTION 5.15.
INSPECTION OF THE COLLATERAL AND
APPRAISAL.
AT ALL TIMES DURING THE TERM OF THE CREDIT FACILITY, BORROWER SHALL
PROVIDE OR CAUSE TO BE PROVIDED TO BANKS AND ANY AUTHORIZED REPRESENTATIVES OF
BANKS, ACCOMPANIED BY REPRESENTATIVES OF BORROWER, THE REASONABLE RIGHT OF ENTRY
AND FREE ACCESS TO THE REAL PROPERTY TO INSPECT SAME ON REASONABLE PRIOR NOTICE
TO BORROWER.
IF AT ANY TIME ANY QUALIFIED APPRAISAL OF THE HOTEL/CASINO
FACILITY IS REQUIRED TO BE MADE BY ANY BANKING REGULATORY AUTHORITY OR
DETERMINED TO BE NECESSARY BY AGENT BANK OR REQUISITE LENDERS AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, BORROWER AGREES TO PAY ALL FEES, COSTS AND
EXPENSES INCURRED BY AGENT BANK IN CONNECTION WITH THE PREPARATION OF SUCH
QUALIFIED APPRAISAL.
BORROWER SHALL NOT BE OBLIGATED TO PAY FOR MORE THAN ONE
OF SUCH QUALIFIED APPRAISALS DURING ANY FISCAL YEAR.
SECTION 5.16.
COMPLIANCE WITH OTHER LOAN
DOCUMENTS.
BORROWER SHALL COMPLY WITH EACH AND EVERY TERM, CONDITION AND
AGREEMENT CONTAINED IN THE LOAN DOCUMENTS.
GUARANTOR SHALL COMPLY WITH EACH AND
EVERY TERM, CONDITION AND AGREEMENT CONTAINED IN THE GUARANTY.
SECTION 5.17.
SUITS OR ACTIONS AFFECTING
BORROWER OR MCRI.
THROUGHOUT THE TERM OF THE CREDIT FACILITY, BORROWER AND MCRI
SHALL PROMPTLY ADVISE AGENT BANK IN WRITING WITHIN TEN (10) DAYS AFTER BORROWER
OR MCRI OBTAIN KNOWLEDGE OF (A) ANY CLAIMS,
84
LITIGATION, PROCEEDINGS OR DISPUTES (WHETHER OR NOT PURPORTEDLY ON BEHALF OF
BORROWER) AGAINST, OR TO THE ACTUAL KNOWLEDGE OF BORROWER OR MCRI, THREATENED OR
AFFECTING BORROWER OR MCRI WHICH, IF ADVERSELY DETERMINED, WOULD RESULT IN A
MATERIAL ADVERSE CHANGE IN THE HOTEL/CASINO FACILITY OR THE BUSINESS, OPERATIONS
OR FINANCIAL CONDITIONS OF BORROWER OR MCRI, (B) ANY MATERIAL LABOR CONTROVERSY
RESULTING IN OR THREATENING TO RESULT IN A STRIKE AGAINST THE HOTEL/CASINO
FACILITY, OR (C) ANY PROPOSAL BY ANY GOVERNMENTAL AUTHORITY TO ACQUIRE ANY OF
THE MATERIAL ASSETS OR BUSINESS OF BORROWER OR MCRI.
SECTION 5.18.
NOTICE TO STATE GAMING CONTROL BOARD.
BORROWER SHALL MAKE
ALL REQUIRED REPORTS AND DISCLOSURES TO THE NEVADA STATE GAMING CONTROL BOARD,
INCLUDING, BUT NOT LIMITED TO, REPORTING THE CREDIT FACILITY WITHIN THE TIME
PERIOD REQUIRED BY REGULATION 8.130(2) OF THE REGULATIONS OF NEVADA GAMING
COMMISSION AND STATE GAMING CONTROL BOARD.
SECTION 5.19.
TRADENAMES, TRADEMARKS AND SERVICEMARKS.
BORROWER SHALL
NOT ASSIGN OR IN ANY OTHER MANNER ALIENATE ITS INTERESTS IN ANY MATERIAL
TRADENAMES, TRADEMARKS OR SERVICEMARKS RELATING OR PERTAINING TO THE
HOTEL/CASINO FACILITY DURING THE TERM OF THE CREDIT FACILITY.
BORROWER SHALL
NOT CHANGE ITS NAME