OR FOREIGN LAW), BY CONTRACT OR OTHERWISE.
(XIV)
NEITHER ACQUISITIONCO NOR BLOCKER HAS PARTICIPATED OR ENGAGED IN
ANY TRANSACTION THAT GAVE RISE TO (X) A REGISTRATION OBLIGATION UNDER
31
SECTION 6111 OF THE CODE OR THE TREASURY REGULATIONS THEREUNDER, (Y) A LIST
MAINTENANCE OBLIGATION UNDER SECTION 6112 OF THE CODE OR THE TREASURY
REGULATIONS THEREUNDER, OR (Z) A DISCLOSURE OBLIGATION AS A "REPORTABLE
TRANSACTION" UNDER SECTION 6011 OF THE CODE AND THE TREASURY REGULATIONS
THEREUNDER (OR IN EACH OF CLAUSES (X), (Y) OR (Z) ANY CORRESPONDING OR SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW).
(XV)
ACQUISITIONCO AND BLOCKER ARE NOT AND HAVE NOT BEEN WITHIN THE MOST
RECENT FIVE YEARS A "UNITED STATES REAL PROPERTY HOLDING CORPORATION" AS DEFINED
IN SECTION 897 OF THE CODE.
(G)
THE BLOCKER OPTION AGREEMENT IS CURRENTLY IN
EFFECT, HAS CONTINUOUSLY BEEN IN EFFECT SINCE ITS EXECUTION JANUARY 5, 2006 AND
CORRECTION MARCH 17, 2006, AND HAS NOT BEEN MODIFIED OR AMENDED SINCE MARCH 17,
2006. ACCURATE AND COMPLETE COPIES OF THE BLOCKER OPTION AGREEMENT (I) AS
EXECUTED JANUARY 5, 2006 AND (II) AS AMENDED MARCH 17, 2006, HAVE BEEN MADE
AVAILABLE TO THE BUYERS.
THE BLOCKER OPTION AGREEMENT IS A LEGALLY VALID AND
BINDING AGREEMENT OF HOLDCO AND BLOCKER, ENFORCEABLE BY EACH PARTY THERETO
AGAINST THE OTHER, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS AND REMEDIES GENERALLY AND TO GENERAL
PRINCIPLES OF EQUITY. NOTWITHSTANDING THE FOREGOING, NO REPRESENTATIONS OR
WARRANTIES ARE MADE WITH RESPECT TO THE TAX EFFECT OR CONSEQUENCES OF THE
BLOCKER OPTION AGREEMENT (INCLUDING ITS EXERCISE).
HOLDCO HAS THE FULL POWER
AND LEGAL RIGHT TO SELL ITS RIGHTS UNDER THE BLOCKER OPTION AGREEMENT TO CROWN
ONE, AND SUCH SALE SHALL BE RECORDED ON THE BOOKS OF BLOCKER UPON THE SURRENDER
OF THE BLOCKER OPTION AGREEMENT AT THE CLOSING, PROPERLY ENDORSED TO CROWN ONE,
TO BLOCKER AT ITS PRINCIPAL OFFICES.
UPON THE EXECUTION AND DELIVERY OF THE
SALE AGREEMENT EVIDENCING THE SALE OF THE BLOCKER OPTION AGREEMENT FROM HOLDCO
TO CROWN ONE, ATTACHED HERETO AS EXHIBIT H, CROWN ONE SHALL HAVE ALL OF THE
RIGHTS, POWERS AND OBLIGATIONS OF HOLDCO UNDER THE BLOCKER OPTION AGREEMENT.
(H)
ORGANIZATION AND GOOD STANDING.
EACH OF
BLOCKER AND ACQUISITIONCO (I) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (II) HAS ALL
REQUISITE POWER AND AUTHORITY TO OWN, OPERATE AND LEASE ITS PROPERTIES AND TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED AND (III) IS QUALIFIED TO TRANSACT
BUSINESS AND IN GOOD STANDING IN EACH STATE OR JURISDICTION IN WHICH THE
OWNERSHIP OF ITS PROPERTY OR CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY OR BE IN GOOD STANDING ARE
NOT REASONABLY LIKELY TO PROHIBIT OR MATERIALLY RESTRICT OR DELAY ITS
PERFORMANCE OF THIS AGREEMENT.
(I)
CONSENTS AND APPROVALS.
EXCEPT FOR HSR
NOTIFICATIONS, THE GAMING APPROVALS AND THE NEGATIVE PLEDGE APPROVAL, NO
NOTICES, REPORTS, REGISTRATIONS OR OTHER FILINGS ARE REQUIRED TO BE MADE BY