ANY OF THE PROHIBITIONS SET FORTH IN ANY ANTI-TERRORISM
LAW.
SECTION 3.23
LICENSES AND PERMITS.
(A)
(I) ALL MATERIAL LICENSES (INCLUDING ALL NECESSARY GAMING
LICENSES), PERMITS AND CONSENTS AND SIMILAR RIGHTS REQUIRED FROM ANY FEDERAL,
STATE OR LOCAL GOVERNMENTAL BODY (INCLUDING THE GAMING AUTHORITIES AND LIQUOR
AUTHORITIES) FOR THE OWNERSHIP, USE OR OPERATION OF THE BUSINESSES OR PROPERTIES
NOW OWNED OR OPERATED BY BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES HAVE
BEEN VALIDLY ISSUED AND ARE IN FULL FORCE AND EFFECT; (II) BORROWER AND EACH OF
ITS RESTRICTED SUBSIDIARIES IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL
OF THE PROVISIONS THEREOF APPLICABLE TO IT; AND (III) NONE OF SUCH LICENSES,
PERMITS OR CONSENTS IS THE SUBJECT OF ANY PENDING OR, TO BORROWER'S KNOWLEDGE,
THREATENED PROCEEDING FOR THE REVOCATION, CANCELLATION, SUSPENSION OR
NON-RENEWAL THEREOF. AS OF THE CLOSING DATE (AND AS OF EACH SUBSEQUENT DATE ON
WHICH BORROWER DELIVERS TO THE ADMINISTRATIVE AGENT AN UPDATED SCHEDULE PURSUANT
TO SECTION 5.16), SET FORTH ON SCHEDULE 3.23 IS A COMPLETE AND ACCURATE LIST OF
ALL SUCH MATERIAL LICENSES, PERMITS AND CONSENTS THAT ARE NECESSARY AND
APPROPRIATE FOR THE OPERATION OF BORROWER'S BUSINESSES AND THE BUSINESSES OF ITS
RESTRICTED SUBSIDIARIES, AND SUCH SCHEDULE IDENTIFIES THE DATE BY WHICH AN
APPLICATION FOR THE RENEWAL OF SUCH LICENSE, PERMIT OR CONSENT MUST BE FILED AND
DESCRIBES THE STATUS OF EACH SUCH PENDING APPLICATION.
(B)
BORROWER AND ITS RESTRICTED SUBSIDIARIES HAVE OBTAINED AS OF THE
CLOSING DATE ALL REQUIRED APPROVALS FROM THE GAMING AUTHORITIES AND LIQUOR
AUTHORITIES OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN
DOCUMENTS.
88
SECTION 3.24
PROJECTS; CONSTRUCTION CONTRACTS. SCHEDULE 3.24 HERETO
IS A TRUE AND COMPLETE DESCRIPTION OF EACH PROJECT AFFECTING ANY REAL PROPERTY
OWNED, LEASED, SUBLEASED OR OTHERWISE OCCUPIED OR UTILIZED BY ANY COMPANY AS OF
THE CLOSING DATE. SCHEDULE 3.24 HERETO IS A TRUE AND COMPLETE LIST OF EACH
CONSTRUCTION CONTRACT AS OF THE CLOSING DATE AND, AS OF THE CLOSING DATE,
BORROWER HAS DELIVERED TO ADMINISTRATIVE AGENT COMPLETE AND CORRECT COPIES OF
ALL SUCH CONSTRUCTION CONTRACTS (TOGETHER WITH ALL PLANS AND SPECIFICATIONS
RELATING THERETO), INCLUDING ALL AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS WITH
RESPECT THERETO, AND ALL SUCH CONSTRUCTION CONTRACTS ARE IN FULL FORCE AND
EFFECT.
ARTICLE IV
CONDITIONS TO CREDIT EXTENSIONS
SECTION 4.01
CONDITIONS TO INITIAL CREDIT EXTENSION. THE OBLIGATION
OF EACH LENDER AND, IF APPLICABLE, EACH ISSUING BANK TO FUND THE INITIAL CREDIT
EXTENSION REQUESTED TO BE MADE BY IT SHALL BE SUBJECT TO THE PRIOR OR CONCURRENT
SATISFACTION OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN THIS SECTION 4.01.
(A)
LOAN DOCUMENTS. ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT, THE
CREDIT EXTENSIONS HEREUNDER AND THE OTHER LOAN DOCUMENTS SHALL BE SATISFACTORY
TO THE LENDERS, TO THE ISSUING BANK AND TO THE ADMINISTRATIVE AGENT AND THERE
SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AN EXECUTED COUNTERPART OF
EACH OF THE LOAN DOCUMENTS AND THE PERFECTION CERTIFICATE.
(B)
CORPORATE DOCUMENTS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY