EXISTING LIMITED PARTNERSHIP IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND IS DULY REGISTERED AND
QUALIFIED TO DO BUSINESS IN THE STATE OF NEVADA AS A FOREIGN LIMITED LIABILITY
COMPANY, AND HAS THE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT
AND PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
OPERATOR WILL OBTAIN AND MAINTAIN ALL GAMING APPROVALS REQUIRED TO
BE OBTAINED AND MAINTAINED BY OPERATOR PURSUANT TO THIS AGREEMENT AND GAMING
LAWS;
(C)
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY OPERATOR, WILL BE
ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS TERMS. NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY OPERATOR
NOR OPERATOR'S PERFORMANCE OF ITS OBLIGATIONS HERE UNDER WILL RESULT IN A
VIOLATION OR BREACH OF, OR CONSTITUTE A DEFAULT WITH RESPECT TO OR ACCELERATE
THE PERFORMANCE REQUIRED UNDER ANY OTHER AGREEMENT OR OBLIGATION TO WHICH
OPERATOR IS A PARTY OR IS OTHERWISE BOUND OR TO WHICH ANY OF ITS ASSETS IS
SUBJECT, AND WILL NOT CONSTITUTE A VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW,
REGULATION OR ORDER TO WHICH OPERATOR OR ANY OF ITS ASSETS IS SUBJECT.
(D)
EXCEPT FOR THE GAMING APPROVALS, THERE IS NO CONSENT OR APPROVAL
OF ANY GAMING AUTHORITIES, OTHER GOVERNMENTAL AUTHORITIES OR OTHER PERSON THAT
MUST BE OBTAINED IN CONNECTION WITH ITS EXECUTION AND DELIVERY OF THIS AGREEMENT
OR OPERATOR'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
(E)
OPERATOR SHALL PROVIDE OWNER WITH COPIES OF ANY COMMUNICATIONS
DIRECTED TO OPERATOR RELATING TO ANY ACTUAL, ALLEGED, SUSPECTED OR THREATENED
VIOLATION OF ANY LEGAL REQUIREMENTS THAT RELATE TO THE HOTEL OR ANY PORTION
THEREOF WITHIN FIVE DAYS OF RECEIPT OF SUCH COMMUNICATION.
(F)
OPERATOR SHALL COOPERATE WITH OWNER IN OWNER'S PERFORMANCE OF ITS
DUTIES SET FORTH HEREIN AND DELIVER TO OWNER COPIES OF ALL MATERIAL INFORMATION
RELATING TO OWNER'S DUTIES HEREUNDER PROMPTLY AFTER THE RECEIPT THEREOF BY
OPERATOR.
(G)
NEITHER OPERATOR NOR ANY AFFILIATE HAS DEALT WITH ANY PERSON OR
ENTITY WHO HAS ACTED AS A BROKER, FINDER OR SIMILAR CAPACITY THAT WOULD ENTITLE
SUCH PERSON OR ENTITY TO ANY COMMISSION, FINDER'S FEE OR SIMILAR COMPENSATION IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DESCRIBED HEREIN.
ARTICLE SIX
INSURANCE AND INDEMNITY
6.01
INSURANCE.
OWNER SHALL PROVIDE, AT OWNER'S SOLE COST AND EXPENSE,
THE INSURANCE COVERAGES SET FORTH IN EXHIBIT "A" WHICH IS ATTACHED HERETO AND
MADE A PART HEREOF BY REFERENCE.
A-10
6.02
INDEMNITY.
OWNER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS
OPERATOR FROM ANY LIABILITY, LOSS, COST, DAMAGE, CLAIM OR OCCURRENCE OF ANY
KIND, OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS
("CLAIM"), ARISING IN CONNECTION WITH THE HOTEL PRIOR TO THE EFFECTIVE DATE.
EACH PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ANY CLAIM
ARISING OF THIS AGREEMENT OR THE OPERATION OF THE HOTEL TO THE EXTENT SUCH CLAIM
IS THE RESULT OF (A) ANY ACTS BEYOND THE SCOPE OF THE INDEMNIFYING PARTY'S
AUTHORITY HEREUNDER AND NOT OTHERWISE AUTHORIZED; OR (B) ANY NEGLIGENT ACTS OR
OMISSIONS, ANY FRAUD, ANY WILLFUL MISCONDUCT,