35
(I)
WITHIN 30 DAYS AFTER THE END OF EACH QUARTER, ANY SALES AND OTHER
DISPOSITIONS OF PROPERTY PERMITTED BY THE CMBS DOCUMENTS, CONSUMMATED DURING
SUCH QUARTERLY PERIOD; AND
(J)
THREE BUSINESS DAYS PRIOR TO ENTERING INTO ANY MERGER PERMITTED
UNDER THE CMBS DOCUMENTS.
Each notice given under this Section 7.8 shall describe the subject matter
thereof in reasonable detail and shall set forth the action that the Company has
taken or proposes to take with respect thereto.
Section 7.9
Existence, Good Standing and Legal Requirements.
(A)
THE COMPANY WILL, AND WILL CAUSE ITS SUBSIDIARIES TO, MAINTAIN ITS
CORPORATE OR LIMITED LIABILITY COMPANY, AS APPLICABLE, EXISTENCE AND ITS
QUALIFICATION AND GOOD STANDING IN NEVADA AND ALL OTHER STATES NECESSARY TO
CONDUCT THE BUSINESS AND OWN ITS PROPERTY, AND SHALL OBTAIN AND TAKE ALL ACTIONS
WHICH MAY BE REQUIRED TO PRESERVE, RENEW AND EXTEND PERMITS (INCLUDING, WITHOUT
LIMITATION, ANY PERMITS OR AUTHORIZATIONS RELATING TO THE SALE OF ALCOHOL),
FRANCHISES AND GOVERNMENTAL AUTHORIZATIONS NECESSARY TO CONDUCT THE BUSINESS AND
OWN ITS PROPERTY AND TO OPERATE AND MAINTAIN THE PREMISES IN ACCORDANCE WITH
THIS AGREEMENT, THE CMBS DOCUMENTS, THE MANAGEMENT AGREEMENT (IF ANY), THE
LEASING SERVICES AGREEMENT (IF ANY), AND ANY OTHER MATERIAL OPERATING
AGREEMENTS, IN EACH CASE EXCEPT TO THE EXTENT, OTHER THAN WITH RESPECT TO
CORPORATE OR LIMITED LIABILITY COMPANY, AS APPLICABLE, EXISTENCE, THAT THE
FAILURE TO MAINTAIN THE FOREGOING IS NOT REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
THE COMPANY SHALL, AND SHALL CAUSE ITS SUBSIDIARIES TO, COMPLY
WITH ALL LAWS, RULES, REGULATIONS AND GOVERNMENTAL ORDERS (WHETHER FEDERAL,
STATE OR LOCAL) (INCLUDING, WITHOUT LIMITATION, ALL GAMING LAWS) APPLICABLE TO
THE OPERATION OF SUCH BUSINESSES WHETHER NOW IN EFFECT OR HEREAFTER ENACTED
(INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE LAWS, RULES, REGULATIONS AND
GOVERNMENTAL ORDERS PROMULGATED BY ANY GAMING AUTHORITY AND ALL THOSE RELATING
TO PUBLIC AND EMPLOYEE HEALTH AND SAFETY AND ALL ENVIRONMENTAL LAWS) AND WITH
ANY AND ALL OTHER APPLICABLE LAWS, RULES, REGULATIONS AND GOVERNMENTAL ORDERS,
EXCEPT TO THE EXTENT WHERE SUCH NONCOMPLIANCE IS NOT REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
THE COMPANY AND ITS SUBSIDIARIES SHALL HAVE THE RIGHT, IN GOOD
FAITH, TO CONTEST BY APPROPRIATE LEGAL PROCEEDINGS, AFTER NOTICE TO THE MAJORITY
HOLDERS, THE VALIDITY OF ANY LEGAL REQUIREMENT AND TO POSTPONE THE COMPLIANCE
THEREWITH, PROVIDED THAT (I) SUCH CONTEST SHALL OPERATE TO PREVENT THE
ENFORCEMENT THEREOF, (II) SUCH CONTEST SHALL BE PROMPTLY AND DILIGENTLY
PROSECUTED BY AND AT THE EXPENSE OF THE COMPANY OR ITS SUBSIDIARIES,
(III) NEITHER THE COMPANY, ANY OF ITS SUBSIDIARIES NOR THE MEZZANINE INVESTORS
SHALL SUFFER OR WOULD BE THE SUBJECT OF ANY CIVIL OR CRIMINAL LIABILITIES,
PENALTIES OR SANCTIONS, (IV) THE COMPANY AND ITS SUBSIDIARIES SHALL COMPLY WITH
SUCH CONTESTED LEGAL REQUIREMENT IF AT ANY TIME ALL OR ANY PART OF THE PREMISES
SHALL BE IN DANGER OF BEING FORECLOSED, SOLD, FORFEITED, OR OTHERWISE LOST OR
MATERIALLY IMPAIRED OR IF SUCH CONTEST SHALL BE DISCONTINUED, (V) THE COMPANY
SHALL AGREE TO INDEMNIFY AND HOLD HARMLESS THE MEZZANINE INVESTORS