COMMISSIONS. NO PERSON IS
ENTITLED TO RECEIVE ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR FEE OR
PAYMENT IN CONNECTION WITH THE EXTENSIONS OF CREDIT CONTEMPLATED BY THIS CREDIT
AGREEMENT.
NO BROKERAGE OR OTHER FEE, COMMISSION OR COMPENSATION IS TO BE PAID
BY BANKS WITH RESPECT TO THE EXTENSIONS OF CREDIT CONTEMPLATED HEREBY AND
BORROWER AGREES TO INDEMNIFY BANKS AGAINST ANY SUCH CLAIMS FOR BROKERAGE FEES OR
COMMISSIONS AND TO PAY ALL EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S FEES INCURRED BY BANKS IN CONNECTION WITH THE DEFENSE OF ANY ACTION
OR PROCEEDING BROUGHT TO COLLECT ANY SUCH BROKERAGE FEES OR COMMISSIONS.
SECTION 4.11.
NO DEFAULTS.
BORROWER IS NOT IN
VIOLATION OF ANY APPLICABLE LAW AND/OR REGULATIONS, THE VIOLATION OF WHICH
MATERIALLY AND ADVERSELY AFFECTS THE BUSINESS, FINANCIAL CONDITION OR OPERATIONS
OF THE REAL PROPERTY OR THE HOTEL/CASINO FACILITY.
BORROWER IS NOT IN VIOLATION
OR DEFAULT (NOR IS THERE ANY WAIVER IN EFFECT WHICH, IF NOT IN EFFECT, WOULD
RESULT IN A VIOLATION OR DEFAULT) IN ANY MATERIAL AND ADVERSE RESPECT UNDER ANY
INDENTURE, EVIDENCE OF INDEBTEDNESS, LOAN OR FINANCING AGREEMENT OR OTHER
AGREEMENT OR INSTRUMENT OF WHATEVER NATURE TO WHICH IT IS A PARTY OR BY WHICH IT
IS BOUND (EXCEPT FOR ANY DEFAULTS PREVIOUSLY BROUGHT TO BANKS' ATTENTION IN
WRITING, FOR WHICH BORROWER HAS RECEIVED A WAIVER FROM REQUISITE LENDERS), A
DEFAULT UNDER WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE.
SECTION 4.12.
EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974.
NO REPORTABLE EVENT HAS OCCURRED AND IS CONTINUING WITH
RESPECT TO ANY PENSION PLAN UNDER ERISA, THAT GIVES RISE TO LIABILITIES THAT
WOULD CONSTITUTE A MATERIAL ADVERSE CHANGE.
SECTION 4.13.
AVAILABILITY OF UTILITY
SERVICES.
ALL UTILITY SERVICES AND FACILITIES NECESSARY FOR THE HOTEL/CASINO
FACILITY AND THE REAL PROPERTY INCLUDING, WITHOUT LIMITATION, ELECTRICAL, WATER,
GAS AND SEWAGE SERVICES AND FACILITIES ARE AVAILABLE FOR THE USE AND OPERATION
OF THE HOTEL/CASINO FACILITY AND THE REAL PROPERTY.
SECTION 4.14.
POLICIES OF INSURANCE.
AS OF THE
RESTATEMENT EFFECTIVE DATE, EACH OF THE COPIES OF THE DECLARATION PAGES,
ORIGINAL BINDERS AND CERTIFICATES OF INSURANCE EVIDENCING THE POLICIES OF
INSURANCE RELATING TO THE HOTEL/CASINO FACILITY DELIVERED TO AGENT BANK BY
BORROWER (I) IS A TRUE, CORRECT AND COMPLETE COPY OF THE RESPECTIVE ORIGINAL
THEREOF AS IN EFFECT ON THE DATE HEREOF, AND NO AMENDMENTS OR MODIFICATIONS OF
ANY OF SAID DOCUMENTS OR INSTRUMENTS NOT INCLUDED IN SUCH COPIES HAVE BEEN MADE,
AND (II) HAS NOT BEEN TERMINATED AND IS IN FULL FORCE AND EFFECT.
BORROWER IS
NOT IN DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ITS OBLIGATIONS UNDER SAID
DOCUMENTS
71
AND INSTRUMENTS, AND BORROWER HAS DONE ALL THINGS REQUIRED TO BE DONE AS OF THE
RESTATEMENT EFFECTIVE DATE TO KEEP UNIMPAIRED ITS RIGHTS THEREUNDER.
SECTION 4.15.
SPACELEASES.
SCHEDULES OF ALL
EXECUTED SPACELEASES PERTAINING TO THE HOTEL/CASINO FACILITY, OR ANY PORTION
THEREOF, IN EXISTENCE AS OF THE RESTATEMENT EFFECTIVE DATE, ARE SET FORTH ON
SCHEDULE 4.15 ATTACHED HERETO.
SECTION 4.16.
EQUIPMENT LEASES AND CONTRACTS.
SCHEDULES OF ALL EXECUTED EQUIPMENT LEASES AND CONTRACTS