DATE
AS PROVIDED IN SECTION 2.09(A) HEREINABOVE.
SECTION 3.12.
REIMBURSEMENT FOR EXPENSES AND FEES.
REIMBURSEMENT BY BORROWERS FOR ALL REASONABLE FEES AND OUT-OF-POCKET EXPENSES
INCURRED BY AGENT BANK IN CONNECTION WITH THE CREDIT FACILITY, EXCLUDING,
HOWEVER, ALL SYNDICATION COSTS, BUT INCLUDING, BUT NOT LIMITED TO, ESCROW
CHARGES, TITLE INSURANCE PREMIUMS, ENVIRONMENTAL EXAMINATIONS, RECORDING FEES,
APPRAISAL FEES, REASONABLE ATTORNEY'S FEES OF HENDERSON & MORGAN, LLC AND
INSURANCE CONSULTANT FEES, AND ALL OTHER LIKE FEES AND EXPENSES REMAINING UNPAID
AS OF THE CLOSING DATE TO THE EXTENT THEN DUE AND PAYABLE ON THE CLOSING DATE,
PROVIDED THAT THE AMOUNT THEN INVOICED SHALL NOT THEREAFTER PRECLUDE BORROWERS'
OBLIGATION TO PAY SUCH COSTS AND EXPENSES RELATING TO THE CLOSING OF THE CREDIT
FACILITY FOLLOWING THE CLOSING DATE OR TO REIMBURSE AGENT BANK FOR THE PAYMENT
THEREOF.
SECTION 3.13.
SCHEDULES OF SPACELEASES AND EQUIPMENT
LEASES AND CONTRACTS.
THE SCHEDULES OF SPACELEASES (SCHEDULES 4.15(A) AND (B))
AND EQUIPMENT LEASES AND CONTRACTS (SCHEDULES 4.16(A) AND (B)) IN EACH INSTANCE
SETTING FORTH THE NAME OF THE OTHER PARTY THERETO, A BRIEF DESCRIPTION OF EACH
SPACELEASE, EQUIPMENT LEASE AND CONTRACT AND THE COMMENCEMENT AND ENDING DATE
THEREOF.
SECTION 3.14.
PHASE I ENVIRONMENTAL SITE
ASSESSMENTS.
A.
A PHASE I ENVIRONMENTAL SITE ASSESSMENT
OR ASSESSMENTS OF THE COLLATERAL PROPERTIES PREPARED IN CONFORMANCE WITH THE
SCOPE AND LIMITATIONS OF ASTM STANDARD DESIGNATION E1527-93 AND APPROVED BY
AGENT BANK.
THE PHASE I ENVIRONMENTAL SITE ASSESSMENTS DELIVERED TO AGENT BANK
IN CONNECTION WITH THE EXISTING CREDIT FACILITY SHALL BE DEEMED TO SATISFY THIS
REQUIREMENT.
ANY RECOMMENDED ACTION SHALL HAVE BEEN COMPLETED BY BORROWERS.
B.
BORROWERS HEREBY CONFIRM THE
REPRESENTATIONS CONTAINED IN SECTIONS 2.1 AND 2.2 OF THE ENVIRONMENTAL
CERTIFICATE ARE TRUE AND CORRECT IN ALL RESPECTS, EXCEPT WITH RESPECT TO THE
MATTERS DISCLOSED ON THE SCHEDULE OF SIGNIFICANT LITIGATION.
70
SECTION 3.15.
EVIDENCE OF RIGHT TO OCCUPANCY OF
COLLATERAL PROPERTIES.
A COPY OF THE PERMANENT CERTIFICATE OF OCCUPANCY ISSUED
BY EACH APPLICABLE GOVERNMENTAL AUTHORITY, EVIDENCING THE RIGHT OF THE BORROWER
CONSOLIDATION TO USE AND HOLD OPEN FOR THE USE AND OCCUPANCY OF THE PUBLIC OF
THE HOTEL/CASINO FACILITIES.
SECTION 3.16.
GAMING PERMITS.
COPIES OF THOSE
GAMING PERMITS ISSUED BY EACH APPLICABLE GAMING AUTHORITY EVIDENCING THE RIGHT
OF THE BORROWER CONSOLIDATION TO CONDUCT PARI-MUTUEL WAGERING ON LIVE
HORSERACING AND SIMULCAST HORSE AND GREYHOUND RACING AT THE MPI HOTEL/CASINO
FACILITIES AND TO CONDUCT GAMING ACTIVITIES AND GAMES OF CHANCE AT EACH OF THE
HOTEL/CASINO FACILITIES.
SECTION 3.17.
FINANCIAL STATEMENTS.
AUDITED
FINANCIAL STATEMENTS OF THE BORROWER CONSOLIDATION FOR THE MOST RECENTLY ENDED
FISCAL YEAR, TO THE EXTENT THE SAME HAVE BEEN PREPARED AND ARE AVAILABLE.
SECTION 3.18.
SCHEDULE OF ALL SIGNIFICANT
LITIGATION.
A SCHEDULE OF SIGNIFICANT LITIGATION (SCHEDULE 3.18) INVOLVING ANY
MEMBER OF THE BORROWER 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