SECTION 3.22 SHALL BE TRUE AND CORRECT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
To induce Banks to enter into this Credit Agreement, Borrower and MCRI make the
following representations and warranties:
SECTION 4.01.
ORGANIZATION; POWER AND AUTHORIZATION.
BORROWER AND MCRI
ARE EACH A CORPORATION DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE
STATE OF NEVADA.
EACH OF BORROWER AND MCRI (I) HAS ALL REQUISITE CORPORATE
POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER EACH DOCUMENT, AGREEMENT
OR CERTIFICATE TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND IN CONNECTION WITH
THE CREDIT FACILITY, TO CONSUMMATE THE TRANSACTIONS AND PERFORM ITS OBLIGATIONS
HEREUNDER AND THEREUNDER, AND TO OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON
AND CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED OR PROPOSED TO BE CONDUCTED, AND
(II) HAS TAKEN ALL NECESSARY CORPORATE ACTION TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER.
SECTION 4.02.
NO CONFLICT WITH, VIOLATION OF OR DEFAULT UNDER LAWS OR
OTHER AGREEMENTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT,
THE REVOLVING CREDIT NOTE, THE SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY
OTHER AGREEMENT, CERTIFICATE OR INSTRUMENT TO WHICH EITHER BORROWER OR MCRI IS A
PARTY OR BY WHICH IT IS BOUND IN CONNECTION WITH THE BANK FACILITIES, NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, NOR THE
COMPLIANCE WITH OR PERFORMANCE OF THE TERMS AND CONDITIONS HEREIN OR THEREIN, IS
PREVENTED BY, LIMITED BY, CONFLICTS IN ANY MATERIAL RESPECT WITH, OR WILL RESULT
IN A MATERIAL BREACH OR VIOLATION OF, OR A MATERIAL DEFAULT (WITH DUE NOTICE OR
LAPSE OF TIME OR BOTH) UNDER, OR THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE,
OR ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF THEIR RESPECTIVE PROPERTY OR
ASSETS BY VIRTUE OF, THE TERMS, CONDITIONS OR PROVISIONS OF (A) ANY INDENTURE,
EVIDENCE OF INDEBTEDNESS, LOAN OR FINANCING
AGREEMENT, OR OTHER AGREEMENT OR
INSTRUMENT OF WHATEVER NATURE TO WHICH BORROWER OR MCRI IS BOUND, OR (B) ANY
PROVISION OF ANY EXISTING LAW, RULE, REGULATION, ORDER, WRIT, INJUNCTION OR
DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY TO WHICH BORROWER OR MCRI ARE
SUBJECT.
SECTION 4.03.
LITIGATION.
EXCEPT AS DISCLOSED ON THE SCHEDULE OF
SIGNIFICANT LITIGATION DELIVERED IN CONNECTION WITH SECTION 3.18, TO THE BEST
KNOWLEDGE OF BORROWER AND MCRI, AFTER DUE INQUIRY AND INVESTIGATION, THERE IS NO
ACTION, SUIT, PROCEEDING, INQUIRY, HEARING OR INVESTIGATION PENDING OR
THREATENED, IN ANY COURT OF LAW OR IN EQUITY, OR BEFORE ANY GOVERNMENTAL
AUTHORITY, WHICH REASONABLY WOULD BE
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EXPECTED TO (A) RESULT IN ANY MATERIAL ADVERSE CHANGE IN THE HOTEL/CASINO
FACILITY OR IN THEIR RESPECTIVE BUSINESS, FINANCIAL CONDITION, PROPERTIES OR
OPERATIONS, (B) MATERIALLY ADVERSELY AFFECT THE BORROWER'S OR MCRI'S ABILITY TO
PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS, OR (C) MATERIALLY ADVERSELY AFFECT THE VALIDITY OR