FROM ANY ISSUER, AND THE ISSUERS HAVE NO ACTUAL KNOWLEDGE,
THAT ANY ISSUER IS CONSIDERING LIMITING, CONDITIONING, SUSPENDING, MODIFYING,
REVOKING OR NOT RENEWING ANY MATERIAL PERMIT.
(S)
NO INVESTIGATIONS OF REGULATED PERSONS.
TO
THE KNOWLEDGE OF THE ISSUERS, EXCEPT AS DISCLOSED IN THE OFFERING CIRCULAR, NO
GAMING AUTHORITY IS INVESTIGATING ANY REGULATED PERSON, OTHER THAN ONGOING
GENERAL LICENSING INVESTIGATIONS CONDUCTED IN THE ORDINARY COURSE OF BUSINESS.
(T)
TITLE TO ASSETS.
IMMEDIATELY FOLLOWING
THE CLOSING, EACH OF THE ISSUERS (I) WILL HAVE GOOD AND MARKETABLE TITLE, FREE
AND CLEAR OF ALL LIENS (OTHER THAN LIENS CREATED BY THE INDENTURE, LIENS CREATED
BY THE SECURITY DOCUMENTS AND PERMITTED LIENS), TO ALL PROPERTY AND ASSETS
DESCRIBED IN THE OFFERING CIRCULAR AS BEING OR TO BE OWNED BY IT AND (II) WILL
HOLD A VALID LEASEHOLD INTEREST WITH RESPECT TO EACH SUCH LEASE AND WILL REMAIN
IN POSSESSION OF THE REAL
14
PROPERTY LEASED PURSUANT TO THOSE LEASES UNTIL THE DATE THE LEASE EXPIRES IN
ACCORDANCE WITH ITS TERMS.
DJW CORP. HAS NO ASSETS, OTHER THAN ASSETS RECEIVED
IN PAYMENT FOR ITS CAPITAL STOCK.
(U)
SUFFICIENCY AND CONDITION OF ASSETS.
THE
ASSETS OF EACH OF THE ISSUERS INCLUDE ALL OF THE ASSETS AND PROPERTIES NECESSARY
OR REQUIRED IN, OR OTHERWISE MATERIAL TO, THE CONDUCT OF THE BUSINESSES OF EACH
OF THEM AS CURRENTLY CONDUCTED AND AS PROPOSED TO BE CONDUCTED (AS DESCRIBED IN
THE OFFERING CIRCULAR), AND SUCH ASSETS ARE IN WORKING CONDITION, EXCEPT WHERE
THE FAILURE OF SUCH ASSETS TO BE IN WORKING CONDITION WOULD NOT, SINGLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE FOREGOING,
EACH OF THE PROPERTIES OF THE ISSUERS (INCLUDING, WITHOUT LIMITATION, ALL
BUILDINGS, STRUCTURES, IMPROVEMENTS AND FIXTURES LOCATED THEREON, THEREUNDER,
THEREOVER OR THEREIN, AND ALL APPURTENANCES THERETO AND OTHER ASPECTS THEREOF)
IS OTHERWISE SUITABLE, SUFFICIENT, ADEQUATE AND APPROPRIATE IN ALL RESPECTS
(INCLUDING PHYSICAL, STRUCTURAL, OPERATIONAL, LEGAL, PRACTICAL AND OTHERWISE)
FOR ITS CURRENT AND PROPOSED USE, OPERATION AND OCCUPANCY, EXCEPT, IN EACH SUCH
CASE, FOR SUCH FAILURES TO MEET SUCH STANDARDS AS WOULD NOT, SINGLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(V)
INSURANCE.
AS OF THE CLOSING, EACH OF THE
ISSUERS MAINTAINS REASONABLY ADEQUATE INSURANCE COVERING ITS PROPERTIES,
OPERATIONS, PERSONNEL AND BUSINESSES AGAINST LOSSES AND RISKS IN ACCORDANCE WITH
CUSTOMARY INDUSTRY PRACTICE, AND ALL SUCH INSURANCE IS OUTSTANDING AND DULY IN
FORCE.
(W)
REAL PROPERTY.
NO CONDEMNATION, EMINENT
DOMAIN, OR SIMILAR PROCEEDING EXISTS, IS PENDING OR, TO THE KNOWLEDGE OF THE
ISSUERS, IS THREATENED, WITH RESPECT TO OR THAT COULD AFFECT ANY REAL PROPERTIES
OWNED BY EITHER OF THE ISSUERS, EXCEPT FOR SUCH PROCEEDINGS AS WOULD NOT, SINGLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
NO REAL PROPERTY OWNED BY
EITHER OF THE ISSUERS IS SUBJECT TO ANY SALES CONTRACT, OPTION, RIGHT OF FIRST
REFUSAL OR SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY THIRD PARTY.
THERE IS NO
REAL PROPERTY CURRENTLY UNDER CONTRACT OR SUBJECT TO AN OPTION IN FAVOR OF
EITHER OF THE ISSUERS, EXCEPT FOR REAL PROPERTY WHICH