4.07.
PAYMENT OF TAXES.
BORROWER AND
MCRI HAVE DULY FILED OR CAUSED TO BE FILED ALL FEDERAL, STATE AND LOCAL TAX
REPORTS AND RETURNS WHICH ARE REQUIRED TO BE FILED BY THEM AND HAVE PAID OR MADE
PROVISIONS FOR THE PAYMENT OF, ALL MATERIAL TAXES, ASSESSMENTS, FEES AND OTHER
GOVERNMENTAL CHARGES WHICH HAVE OR MAY HAVE BECOME DUE PURSUANT TO SAID RETURNS
OR OTHERWISE PURSUANT TO ANY ASSESSMENT RECEIVED BY BORROWER EXCEPT SUCH TAXES,
ASSESSMENTS, FEES OR OTHER GOVERNMENTAL CHARGES, IF ANY, AS ARE BEING CONTESTED
IN GOOD FAITH BY BORROWER BY APPROPRIATE PROCEEDINGS AND FOR WHICH BORROWER OR
MCRI HAVE MAINTAINED ADEQUATE RESERVES FOR THE PAYMENT THEREOF IN ACCORDANCE
WITH GAAP.
SECTION 4.08.
TITLE TO PROPERTIES.
BORROWER
SHALL HAVE GOOD AND MARKETABLE TITLE TO THE REAL PROPERTY AS OF THE RESTATEMENT
EFFECTIVE DATE AND AT ALL TIMES DURING THE TERM OF THE BANK FACILITIES (EXCEPT
FOR THE ADJACENT DRIVEWAY PROPERTY WITH RESPECT TO WHICH BORROWER SHALL HAVE
GOOD AND MARKETABLE LEASEHOLD TITLE AND EXCEPT FOR THE PEDESTRIAN CROSSING AIR
SPACE WITH RESPECT TO WHICH BORROWER SHALL HAVE A VALID LICENSE).
EACH OF
BORROWER AND MCRI HAS GOOD AND MARKETABLE TITLE TO:
(A) ALL OF ITS PROPERTIES
AND ASSETS REFLECTED IN THE MOST RECENT FINANCIAL STATEMENTS REFERRED TO IN
SECTION 4.05 HEREOF AS OWNED BY THEM (EXCEPT THOSE PROPERTIES AND ASSETS
DISPOSED OF SINCE THE DATE OF SAID FINANCIAL STATEMENTS IN THE ORDINARY COURSE
OF BUSINESS OR THOSE PROPERTIES AND ASSETS WHICH ARE NO LONGER USED OR USEFUL IN
THE CONDUCT OF ITS BUSINESSES), INCLUDING, BUT NOT LIMITED TO, BORROWER'S AND
MCRI'S INTEREST IN PATENTS, TRADEMARKS, TRADENAMES, SERVICEMARKS, AND LICENSES
RELATING TO OR PERTAINING TO THE REAL PROPERTY OR THE HOTEL/CASINO FACILITY, AND
(B) ALL PROPERTIES AND ASSETS ACQUIRED BY THEM SUBSEQUENT TO THE DATE OF THE
MOST RECENT FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.05 HEREOF.
ALL SUCH
PROPERTIES AND ASSETS ARE NOT SUBJECT TO ANY LIENS, ENCUMBRANCES OR RESTRICTIONS
EXCEPT PERMITTED ENCUMBRANCES.
ALL ROADS, EASEMENTS AND RIGHTS OF WAY NECESSARY
FOR THE FULL UTILIZATION OF THE REAL PROPERTY HAVE BEEN COMPLETED AND/OR
OBTAINED.
SECTION 4.09.
NO UNTRUE STATEMENTS.
ALL
STATEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY BORROWER AND MCRI IN THIS
CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY OTHER AGREEMENT, DOCUMENT,
CERTIFICATE OR INSTRUMENT PREVIOUSLY FURNISHED OR TO BE FURNISHED BY BORROWER
AND/OR MCRI TO BANKS PURSUANT TO THE PROVISIONS OF THIS CREDIT AGREEMENT, AT THE
TIME THEY WERE MADE AND ON AND AS OF THE RESTATEMENT EFFECTIVE DATE: (A) ARE AND
SHALL BE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, (B) DO NOT AND
SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, AND (C) DO NOT AND
SHALL NOT OMIT TO STATE A MATERIAL FACT, THE ABSENCE OF WHICH
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MAKES THE INFORMATION CONTAINED HEREIN OR THEREIN MATERIALLY MISLEADING OR
INCOMPLETE.
BORROWER AND MCRI UNDERSTAND THAT ALL SUCH STATEMENTS,
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY BANKS
AS A MATERIAL INDUCEMENT TO ESTABLISH THE BANK FACILITIES.
SECTION 4.10.
BROKERAGE