CONNECTION WITH GAMING BUSINESS IS BEING OPERATED IN CONTRAVENTION OF
THE COMPACT. EACH EMPLOYEE OF THE GAMING BUSINESS IS PROPERLY LICENSED TO THE
EXTENT REQUIRED BY THE GAMING ORDINANCE, THE COMPACT AND IGRA.
(D)
GAMING PERMITS. ALL PERMITS THAT ARE
NECESSARY TO THE OPERATION OF THE GAMING BUSINESS OR OWNERSHIP, USE, OR
POSSESSION OF THE GAMING ASSETS, HAVE BEEN DULY OBTAINED AND ARE IN FULL FORCE
AND EFFECT WITHOUT ANY KNOWN CONFLICT WITH THE RIGHTS OF OTHERS, EXCEPT WHERE
ANY SUCH FAILURE TO OBTAIN SUCH PERMIT OR ANY SUCH CONFLICT OR RESTRICTION COULD
NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT. NEITHER THE BORROWER NOR ANY GUARANTOR
HAS RECEIVED
ANY WRITTEN NOTICE OR OTHER WRITTEN COMMUNICATION FROM ANY GOVERNMENTAL
AUTHORITY REGARDING (I) ANY REVOCATION, WITHDRAWAL, SUSPENSION, TERMINATION OR
MODIFICATION OF, OR THE IMPOSITION OF ANY MATERIAL CONDITIONS WITH RESPECT TO,
ANY SUCH PERMIT, OR (II) ANY OTHER LIMITATIONS ON THE CONDUCT OF BUSINESS BY THE
BORROWER, EXCEPT WHERE ANY SUCH REVOCATION, WITHDRAWAL, SUSPENSION, TERMINATION,
MODIFICATION, IMPOSITION OR LIMITATION COULD NOT REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 3.4 NO VIOLATION OF GAMING ORDINANCE OR REVENUE ALLOCATION PLAN. NO
APPLICATION OF GAMING REVENUES PERMITTED OR CONTEMPLATED HEREIN OR IN ANY OTHER
LOAN DOCUMENT, AND NO ENFORCEMENT OF RIGHTS IN ACCORDANCE WITH THE TERMS HEREOF
OR ANY SECURITY
36
DOCUMENT, VIOLATES ANY RESTRICTION OR REQUIREMENT AS TO THE APPLICATION OF
GAMING REVENUES, WHETHER CONTAINED IN A "PLAN OF ALLOCATION" AS REFERRED TO IN
25 U.S.C. §2710(C) OR OTHERWISE.
SECTION 3.5 NO LICENSURE REQUIRED. THE LENDER IS NOT REQUIRED TO REGISTER WITH,
GIVE NOTICE TO ANY PERSON OR RECEIVE ANY PERMIT FROM ANY GAMING AGENCY OR OTHER
GOVERNMENTAL AUTHORITY BY REASON OF ANY GAMING LAWS OR OTHER LAWS OF THE NATION
IN CONNECTION WITH ENTERING INTO ANY LOAN DOCUMENT, RECEIPT OF THE NOTE OR THE
PERFORMANCE OR OBSERVANCE OF ANY OBLIGATION OF ANY PARTY UNDER ANY LOAN
DOCUMENT.
SECTION 3.6
LEGAL AGREEMENTS.
THIS AGREEMENT CONSTITUTES AND, UPON DUE
EXECUTION BY THE BORROWER AND THE GUARANTORS THAT ARE PARTIES THERETO, THE OTHER
LOAN DOCUMENTS WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE
BORROWER AND THE GUARANTORS, ENFORCEABLE AGAINST THE BORROWER AND THE GUARANTORS
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS THE ENFORCEMENT THEREOF MAY
BE LIMITED BY BANKRUPTCY, INSOLVENCY (INCLUDING, WITHOUT LIMITATION, ALL LAWS
RELATING TO FRAUDULENT TRANSFERS), REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND EXCEPT AS ENFORCEMENT
THEREOF IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND EXCEPT AS THE
ABILITY TO WAIVE EXHAUSTION OF TRIBAL COURT REMEDIES MAY BE LIMITED BY
APPLICABLE LAW.
SECTION 3.7
SUBSIDIARIES.
EXCEPT FOR THE GUARANTORS AND SENECA MASSACHUSETTS
GAMING CORPORATION, THE BORROWER HAS NO SUBSIDIARIES.
SECTION 3.8
FINANCIAL CONDITION; NO ADVERSE CHANGE.
THE BORROWER HAS FURNISHED
TO THE LENDER (A) ITS CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ITS FISCAL