THE EXTENSIONS OF CREDIT CONTEMPLATED HEREBY AND
BORROWERS AGREE TO INDEMNIFY BANKS AGAINST ANY SUCH CLAIMS FOR BROKERAGE FEES OR
COMMISSIONS AND TO PAY ALL EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S FEES INCURRED BY BANKS IN CONNECTION WITH THE DEFENSE OF ANY ACTION
OR PROCEEDING BROUGHT TO COLLECT ANY SUCH BROKERAGE FEES OR COMMISSIONS.
SECTION 4.11.
NO DEFAULTS.
NO BORROWER HAS RECEIVED
ANY NOTICE, DECLARATION OR SIMILAR CORRESPONDENCE OR COMMUNICATION, ORAL OR
WRITTEN, EVIDENCING, DECLARING OR CLAIMING A VIOLATION OF ANY APPLICABLE LAW
AND/OR REGULATIONS, THE VIOLATION OF WHICH MATERIALLY AND ADVERSELY AFFECTS THE
BUSINESS, FINANCIAL CONDITION OR OPERATIONS OF THE HOTEL/CASINO FACILITIES.
BORROWERS ARE NOT IN VIOLATION OR DEFAULT (NOR IS THERE ANY WAIVER IN EFFECT
WHICH, IF NOT IN EFFECT, WOULD RESULT IN A VIOLATION OR DEFAULT) IN ANY MATERIAL
AND ADVERSE RESPECT UNDER ANY INDENTURE, EVIDENCE OF INDEBTEDNESS, LOAN OR
FINANCING AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT OF WHATEVER NATURE TO WHICH
THEY ARE A PARTY OR BY WHICH THEY ARE BOUND (EXCEPT FOR ANY DEFAULTS PREVIOUSLY
BROUGHT TO LENDERS' ATTENTION IN WRITING, FOR WHICH BORROWERS HAVE RECEIVED A
WAIVER FROM REQUISITE LENDERS), A DEFAULT UNDER WHICH WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 4.12.
EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974.
NO REPORTABLE EVENT HAS OCCURRED AND IS CONTINUING WITH RESPECT TO
ANY PENSION PLAN UNDER ERISA, THAT GIVES RISE TO LIABILITIES THAT WOULD
CONSTITUTE A MATERIAL ADVERSE CHANGE.
SECTION 4.13.
AVAILABILITY OF UTILITY SERVICES.
ALL
UTILITY SERVICES AND FACILITIES NECESSARY FOR THE HOTEL/CASINO FACILITIES AND
THE COLLATERAL PROPERTIES INCLUDING, WITHOUT LIMITATION, ELECTRICAL, WATER, GAS
AND SEWAGE SERVICES AND FACILITIES ARE AVAILABLE AT THE BOUNDARIES OF THE
COLLATERAL PROPERTIES.
SECTION 4.14.
POLICIES OF INSURANCE.
AS OF THE
CLOSING DATE, EACH OF THE COPIES OF THE DECLARATION PAGES, ORIGINAL BINDERS AND
CERTIFICATES OF INSURANCE EVIDENCING THE POLICIES OF INSURANCE RELATING TO THE
HOTEL/CASINO FACILITIES DELIVERED TO AGENT BANK BY BORROWERS (I) IS A TRUE,
CORRECT AND COMPLETE COPY OF THE RESPECTIVE ORIGINAL THEREOF AS IN EFFECT ON THE
DATE HEREOF, AND NO AMENDMENTS OR MODIFICATIONS OF ANY OF SAID DOCUMENTS OR
INSTRUMENTS NOT INCLUDED IN SUCH COPIES HAVE BEEN MADE, AND (II) HAS NOT BEEN
TERMINATED AND IS IN FULL FORCE AND EFFECT.
BORROWERS ARE NOT IN DEFAULT IN THE
77
OBSERVANCE OR PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS UNDER SAID DOCUMENTS
AND INSTRUMENTS, AND BORROWERS HAVE DONE ALL THINGS REQUIRED TO BE DONE AS OF
THE CLOSING DATE TO KEEP UNIMPAIRED THEIR RESPECTIVE RIGHTS THEREUNDER.
SECTION 4.15.
SPACELEASES.
SCHEDULES OF ALL
EXECUTED SPACELEASES PERTAINING TO THE HOTEL/CASINO FACILITIES, OR ANY PORTION
THEREOF, IN EXISTENCE AS OF THE CLOSING DATE, ARE SET FORTH ON SCHEDULES 4.15(A)
AND (B) ATTACHED HERETO.
SECTION 4.16.
EQUIPMENT LEASES AND CONTRACTS.
SCHEDULES OF ALL EXECUTED EQUIPMENT LEASES AND CONTRACTS PERTAINING TO THE
HOTEL/CASINO FACILITIES OR ANY PORTION THEREOF, IN EXISTENCE AS OF THE CLOSING
DATE, ARE SET FORTH ON SCHEDULES 4.16 (A) AND (B) ATTACHED HERETO.
SECTION 4.17.
GAMING PERMITS AND APPROVALS.
ALL
GAMING PERMITS REQUIRED TO