SETTLED WITH BORROWERS' CONSENT,
OR IF THERE BE A FINAL JUDGMENT FOR THE CLAIMANT IN ANY SUCH ACTION, BORROWERS
AGREE 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 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
92
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 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, PIDI, SCIOTO DOWNS, INC., AN OHIO
CORPORATION AND SPEAKEASY GAMING OF FREMONT, INC., A NEVADA CORPORATION,
PURSUANT TO THE STOCK PLEDGES, (II) THE RESTRICTIONS ON TRANSFER AND
HYPOTHECATION OF THE STOCK OF MPI, SGLVI, PIDI, SCIOTO DOWNS, INC., AN OHIO
CORPORATION AND SPEAKEASY GAMING OF FREMONT, INC., A NEVADA CORPORATION,
CONTAINED IN SECTIONS 6.12(A) AND 7.01(S), AND (III) THE TERMS SET FORTH IN