DESIGNATED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY AS HAVING SPECIAL FLOOD OR
MUD HAZARDS; AND (II) A COMMUNITY THAT PARTICIPATES IN THE NATIONAL FLOOD
INSURANCE PROGRAM; ALL IN COMPLIANCE WITH ANY APPLICABLE REGULATIONS OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 3.15.
SKYBRIDGE DOCUMENTATION.
A TRUE AND CORRECT COPY OF THE
CC SKYBRIDGE AGREEMENT AND CC SKYBRIDGE PECKHAM LANE ENTITLEMENTS AND OF ALL
AMENDMENTS AND MODIFICATIONS TO SUCH SKYBRIDGE DOCUMENTATION.
SECTION 3.16.
GAMING PERMITS.
COPY OF THE GAMING PERMITS ISSUED BY THE
NEVADA GAMING AUTHORITIES EVIDENCING THE RIGHT OF THE BORROWER TO CONDUCT GAMING
ACTIVITIES AND GAMES OF CHANCE AT THE HOTEL/CASINO FACILITY.
SECTION 3.17.
FINANCIAL STATEMENTS, PRICING CERTIFICATE AND TOTAL
LEVERAGE RATIO CERTIFICATION.
(A)
AUDITED FINANCIAL STATEMENTS OF THE BORROWER FOR THE MOST RECENTLY
ENDED FISCAL YEAR, TO THE EXTENT THE SAME HAVE BEEN PREPARED AND ARE AVAILABLE.
(B)
A CERTIFICATE (THE "CLOSING PRICING CERTIFICATE") IN THE FORM OF THE
CLOSING PRICING CERTIFICATE AFFIXED HERETO AS "EXHIBIT F", SETTING FORTH THE
TOTAL LEVERAGE RATIO OF THE BORROWER DETERMINED AS OF THE END OF THE FOUR
(4) CONSECUTIVE FISCAL QUARTER PERIOD ENDING DECEMBER 31, 2008, GIVING PRO FORMA
EFFECT TO THE OCCURRENCE OF THE RESTATEMENT EFFECTIVE DATE AND ADVANCE OF THE
CLOSING DISBURSEMENT HEREUNDER BASED UPON UNAUDITED ADJUSTED EBITDA.
THE
APPLICABLE MARGIN SHALL BE SUBJECT TO ADJUSTMENT BASED ON THE COMPLIANCE
CERTIFICATE TO BE DELIVERED FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2008 UNDER
SECTION 5.08(F).
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SECTION 3.18.
SCHEDULE OF ALL SIGNIFICANT LITIGATION.
A SCHEDULE OF
SIGNIFICANT LITIGATION (SCHEDULE 3.18) INVOLVING ANY MEMBER OF THE MCRI
CONSOLIDATION, IN EACH INSTANCE SETTING FORTH THE NAMES OF THE OTHER PARTIES
THERETO, A BRIEF DESCRIPTION OF SUCH LITIGATION, WHETHER OR NOT SUCH LITIGATION
IS COVERED BY INSURANCE AND, IF SO, WHETHER THE DEFENSE THEREOF AND LIABILITY
THEREFOR HAS BEEN ACCEPTED BY THE APPLICABLE INSURANCE COMPANY INDICATING
WHETHER SUCH ACCEPTANCE OF SUCH DEFENSES WITH OR WITHOUT A RESERVATION OF
RIGHTS, THE COMMENCEMENT DATE OF SUCH LITIGATION AND THE AMOUNT SOUGHT TO BE
RECOVERED BY THE ADVERSE PARTIES THERETO OR THE AMOUNT WHICH IS OTHERWISE IN
CONTROVERSY.
SECTION 3.19.
NO INJUNCTION OR OTHER LITIGATION.
NO LAW OR REGULATION
SHALL PROHIBIT, AND NO ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY
SHALL, AND NO LITIGATION SHALL BE PENDING OR THREATENED WHICH IN THE REASONABLE
JUDGMENT OF THE AGENT BANK WOULD OR WOULD REASONABLY BE EXPECTED TO, ENJOIN,
PROHIBIT, LIMIT OR RESTRAIN THE EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT
OR THE MAKING OF ANY ADVANCE UNDER THE CREDIT FACILITY.
SECTION 3.20.
ADDITIONAL DOCUMENTS AND STATEMENTS.
AS OF THE
RESTATEMENT EFFECTIVE DATE SUCH ADDITIONAL DOCUMENTS, AFFIDAVITS, CERTIFICATES
AND OPINIONS AS REQUISITE LENDERS MAY REASONABLY REQUIRE TO INSURE COMPLIANCE
WITH THIS CREDIT AGREEMENT.
THE STATEMENTS SET FORTH IN SECTION 3.22 SHALL BE
TRUE AND CORRECT.
B.
Conditions Precedent to all Borrowings, Swingline Advances and
Letters of Credit.
The obligation of each Lender and Agent Bank to advance any
Borrowing requested to be made on any Funding Date is (except Borrowings made
upon the demand