SECTION 4.07.
PAYMENT OF TAXES.
TO THE BEST OF
BORROWERS' KNOWLEDGE, BORROWERS 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
BORROWERS EXCEPT SUCH TAXES, ASSESSMENTS, FEES OR OTHER GOVERNMENTAL CHARGES, IF
ANY, AS ARE BEING CONTESTED IN GOOD FAITH BY BORROWERS BY APPROPRIATE
PROCEEDINGS AND FOR WHICH BORROWERS HAVE MAINTAINED ADEQUATE RESERVES FOR THE
PAYMENT THEREOF IN ACCORDANCE WITH GAAP.
SECTION 4.08.
TITLE TO PROPERTIES.
TO THE BEST OF
BORROWERS' KNOWLEDGE, BORROWERS SHALL HAVE GOOD AND MARKETABLE TITLE TO THE
COLLATERAL PROPERTIES AS OF THE RESTATEMENT DATE AND AT ALL TIMES DURING THE
TERM OF THE BANK FACILITIES.
EACH OF THE BORROWERS 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, BORROWERS' INTEREST IN PATENTS, TRADEMARKS, TRADENAMES,
SERVICEMARKS, AND LICENSES RELATING TO OR PERTAINING TO THE COLLATERAL
PROPERTIES OR THE HOTEL/CASINO FACILITIES, 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 COLLATERAL PROPERTIES HAVE BEEN COMPLETED AND/OR OBTAINED.
SECTION 4.09.
NO UNTRUE STATEMENTS.
TO THE BEST OF
BORROWERS' KNOWLEDGE, ALL STATEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY
BORROWERS IN THIS CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY OTHER
AGREEMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT PREVIOUSLY FURNISHED OR TO BE
FURNISHED BY BORROWERS TO BANKS PURSUANT TO THE PROVISIONS OF THIS CREDIT
AGREEMENT, AT THE TIME THEY WERE MADE AND ON AND AS OF THE RESTATEMENT 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.
BORROWERS 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 COMMISSIONS.
NO PERSON IS
ENTITLED TO RECEIVE ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR FEE OR
PAYMENT IN CONNECTION WITH THE EXTENSIONS OF CREDIT CONTEMPLATED BY THIS CREDIT
AGREEMENT.
NO BROKERAGE