INDIVIDUALLY
52
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT; THE EXECUTION AND DELIVERY OF THE CREDIT DOCUMENTS AND THE CONSUMMATION
OF THE TRANSACTIONS HEREIN AND THEREIN CONTEMPLATED AND THE FULFILLMENT OF THE
TERMS HEREOF AND THEREOF WILL NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY OF
THE TERMS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY MATERIAL
INDENTURE, MORTGAGE, DEED OF TRUST OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE
BORROWER OR ANY SUBSIDIARY IS A PARTY OR BY WHICH THE BORROWER OR ANY SUBSIDIARY
OR ANY OF THEIR RESPECTIVE PROPERTIES IS BOUND, EXCEPT FOR SUCH CONFLICTS,
BREACHES OR DEFAULTS AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, OR OF THE AMENDED ARTICLES
OF INCORPORATION OR BYLAWS OF THE BORROWER OR ANY LAW, ORDER, RULE OR
REGULATION, JUDGMENT, ORDER, WRIT OR DECREE APPLICABLE TO THE BORROWER OR ANY
SUBSIDIARY OF ANY COURT OR OF ANY GOVERNMENT, REGULATORY BODY OR ADMINISTRATIVE
AGENCY OR OTHER GOVERNMENTAL BODY HAVING JURISDICTION OVER THE BORROWER OR ANY
OF THE SUBSIDIARIES, EXCEPT FOR SUCH CONFLICTS THAT BOTH (X) WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (Y) ARE NOT
CURRENTLY KNOWN TO THE BORROWER.
8.04.
APPROVALS.
NO MATERIAL ORDER, CONSENT, APPROVAL, LICENSE,
AUTHORIZATION OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH
(EXCEPT FOR THOSE THAT HAVE OTHERWISE BEEN OBTAINED OR MADE ON OR PRIOR TO THE
BORROWING DATE AND WHICH REMAIN IN FULL FORCE AND EFFECT ON THE INITIAL
BORROWING DATE AND FILINGS WHICH ARE NECESSARY TO PERFECT THE SECURITY INTERESTS
CREATED UNDER THE SECURITY DOCUMENTS, WHICH FILINGS WILL BE MADE WITHIN TEN DAYS
FOLLOWING THE INITIAL BORROWING DATE), OR MATERIAL EXEMPTION BY, ANY
GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS
REQUIRED TO BE OBTAINED OR MADE BY, OR ON BEHALF OF, ANY CREDIT PARTY TO
AUTHORIZE, OR IS REQUIRED TO BE OBTAINED OR MADE BY, OR ON BEHALF OF, ANY CREDIT
PARTY IN CONNECTION WITH, (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY
CREDIT DOCUMENT OR (II) THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY
OF ANY SUCH CREDIT DOCUMENT, EXCEPT FOR NOTICE FILINGS CONCERNING THIS AGREEMENT
AND THE LOANS REQUIRED TO BE DELIVERED AFTER THE EFFECTIVE DATE TO THE GAMING
AUTHORITIES IN EACH JURISDICTION IN WHICH A CREDIT PARTY IS LICENSED IN THE
ORDINARY COURSE OF BUSINESS.
8.05.
FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES;
PROJECTIONS.
(A)
(I) THE AUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
SUBSIDIARIES AT OCTOBER 31, 2005 AND 2004 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS AND CHANGES IN SHAREHOLDERS' EQUITY OF THE
BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEARS ENDED ON SUCH DATES, IN EACH
CASE INCLUDED IN ITS ANNUAL REPORT FILED ON FORM 10-K, PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AT THE
DATE OF SAID FINANCIAL STATEMENTS AND THE RESULTS FOR THE RESPECTIVE PERIODS
COVERED THEREBY AND