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 THE REPAYMENT OF THE
CREDIT FACILITY AND THE ASSIGNMENT OR SUBPARTICIPATION OF ALL OR ANY PORTION OF
THE SYNDICATION INTEREST HELD BY ANY LENDER PURSUANT TO SECTION 11.10.
SECTION 5.15.
INSPECTION OF THE COLLATERAL AND
APPRAISAL.
AT ALL TIMES DURING THE TERM OF THE CREDIT FACILITY AND SUBJECT TO
COMPLIANCE WITH ALL APPLICABLE GAMING LAWS, BORROWERS SHALL PROVIDE OR CAUSE TO
BE PROVIDED TO BANKS AND ANY AUTHORIZED REPRESENTATIVES OF BANKS, ACCOMPANIED BY
REPRESENTATIVES OF BORROWERS, THE REASONABLE RIGHT OF ENTRY AND FREE ACCESS TO
THE COLLATERAL PROPERTIES TO INSPECT SAME ON REASONABLE PRIOR NOTICE TO
BORROWERS.
PROVIDED, HOWEVER, LENDERS SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO AVOID UNDUE INTERFERENCE WITH BORROWERS' BUSINESS OPERATIONS.
IF AT ANY TIME
ANY QUALIFIED APPRAISAL OF THE COLLATERAL PROPERTIES, OR ANY OF THEM, 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, BORROWERS AGREE TO PAY ALL FEES, COSTS AND EXPENSES INCURRED BY AGENT
BANK IN CONNECTION WITH THE PREPARATION OF SUCH QUALIFIED APPRAISAL.
SECTION 5.16.
COMPLIANCE WITH OTHER LOAN DOCUMENTS.
BORROWERS SHALL COMPLY WITH EACH AND EVERY TERM, CONDITION AND AGREEMENT
CONTAINED IN THE LOAN DOCUMENTS INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL
CERTIFICATE AND ALL OF THE SECURITY DOCUMENTATION.
SECTION 5.17.
SUITS OR ACTIONS AFFECTING BORROWERS.
THROUGHOUT THE TERM OF THE CREDIT FACILITY, BORROWERS SHALL PROMPTLY ADVISE
AGENT BANK IN WRITING WITHIN TEN (10) DAYS AFTER BORROWERS OBTAIN KNOWLEDGE OF
(A) ANY CLAIMS, LITIGATION, PROCEEDINGS OR DISPUTES (WHETHER OR NOT PURPORTEDLY
ON BEHALF OF BORROWERS) AGAINST, OR TO THE ACTUAL
93
KNOWLEDGE OF BORROWERS, THREATENED OR AFFECTING BORROWERS WHICH, IF ADVERSELY
DETERMINED, WOULD RESULT IN A MATERIAL ADVERSE CHANGE IN THE COLLATERAL
PROPERTIES OR THE BUSINESS, OPERATIONS OR FINANCIAL CONDITIONS OF BORROWERS, (B)
ANY MATERIAL LABOR CONTROVERSY RESULTING IN OR THREATENING TO RESULT IN A STRIKE
AGAINST ANY OF THE COLLATERAL PROPERTIES OR HOTEL/CASINO FACILITIES, OR (C) ANY
PROPOSAL BY ANY GOVERNMENTAL AUTHORITY TO ACQUIRE ANY OF THE MATERIAL ASSETS OR
BUSINESS OF BORROWERS.
SECTION 5.18.
CONSENTS OF AND NOTICE TO GAMING
AUTHORITIES.
A.
BORROWERS SHALL MAKE ALL NECESSARY
APPLICATIONS TO AND PROCURE ALL NECESSARY CONSENTS AND APPROVALS OF THE
APPLICABLE GAMING AUTHORITIES TO THE: (I) PLEDGE OF THE STOCK OF MPI, SGLVI,
SGRI, PIDI AND RAI PURSUANT TO THE STOCK PLEDGES, (II) THE RESTRICTIONS ON
TRANSFER AND HYPOTHECATION OF THE STOCK OF MPI, SGLVI, SGRI, PIDI AND RAI
CONTAINED IN SECTIONS 6.12(A) AND 7.01(S), AND (III) THE TERMS SET FORTH IN THE
CREDIT AGREEMENT AND EACH OF THE LOAN DOCUMENTS, TO THE EXTENT WHICH MAY BE
REQUIRED BY THE WEST VIRGINIA GAMING AUTHORITIES; AND
B.
BORROWERS SHALL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE STATUTES, RULES AND REGULATIONS REQUIRING REPORTS
AND DISCLOSURES TO ALL APPLICABLE GAMING AUTHORITIES, INCLUDING, BUT NOT