LOAN MADE BY LENDER IS IN VIOLATION OF
LAW ("EMBARGOED PERSON"); (B) NO EMBARGOED PERSON HAS ANY INTEREST OF ANY NATURE
WHATSOEVER IN ANY SUCH BORROWER PARTY, WITH THE RESULT THAT THE INVESTMENT IN
SUCH BORROWER PARTY (WHETHER DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR
THE LOAN IS IN VIOLATION OF LAW; AND (C) NONE OF THE FUNDS OF ANY BORROWER PARTY
HAVE BEEN DERIVED FROM ANY UNLAWFUL ACTIVITY WITH THE RESULT THAT THE INVESTMENT
IN SUCH BORROWER PARTY (WHETHER DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR
THE LOAN IS IN VIOLATION OF LAW.
4.1.35.
CASH MANAGEMENT ACCOUNT.
(A)
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, CREATES A
VALID AND CONTINUING SECURITY INTEREST (AS DEFINED IN THE UNIFORM COMMERCIAL
CODE OF THE STATE OF NEW YORK) IN THE COLLECTION ACCOUNT AND CASH MANAGEMENT
ACCOUNT IN FAVOR OF LENDER, WHICH SECURITY INTEREST IS PRIOR TO ALL OTHER LIENS,
OTHER THAN PERMITTED ENCUMBRANCES, AND IS ENFORCEABLE AS SUCH AGAINST CREDITORS
OF AND PURCHASERS FROM BORROWER.
OTHER THAN IN CONNECTION WITH THE LOAN
DOCUMENTS AND EXCEPT FOR PERMITTED ENCUMBRANCES, BORROWER HAS NOT SOLD OR
OTHERWISE CONVEYED THE COLLECTION ACCOUNT AND CASH MANAGEMENT ACCOUNT.
EACH OF
THE COLLECTION ACCOUNT AND CASH MANAGEMENT ACCOUNT CONSTITUTE "DEPOSIT ACCOUNTS"
WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK.
(B)
PURSUANT AND SUBJECT TO THE TERMS HEREOF AND THE OTHER APPLICABLE
LOAN DOCUMENTS, THE PROPERTY BANK HAS AGREED TO COMPLY WITH ALL INSTRUCTIONS
ORIGINATED BY LENDER, WITHOUT FURTHER CONSENT BY BORROWER, DIRECTING DISPOSITION
OF THE COLLECTION ACCOUNT AND ALL SUMS AT ANY TIME HELD, DEPOSITED OR INVESTED
THEREIN, TOGETHER WITH ANY INTEREST OR OTHER EARNINGS THEREON, AND ALL PROCEEDS
THEREOF (INCLUDING PROCEEDS OF SALES AND OTHER DISPOSITIONS), WHETHER ACCOUNTS,
GENERAL INTANGIBLES, CHATTEL PAPER, DEPOSIT ACCOUNTS, INSTRUMENTS, DOCUMENTS OR
SECURITIES.
109
(C)
THE COLLECTION ACCOUNT AND CASH MANAGEMENT ACCOUNT ARE NOT IN THE
NAME OF ANY PERSON OTHER THAN BORROWER, AS PLEDGOR, OR LENDER, AS PLEDGEE.
4.1.36.
MORTGAGE TAXES.
BORROWER HAS PAID ALL STATE, COUNTY AND MUNICIPAL
RECORDING AND ALL OTHER TAXES IMPOSED UPON THE EXECUTION AND RECORDATION OF THE
SECURITY INSTRUMENT.
4.1.37.
TAXES INCLUDING GAMING TAXES AND FEES.
BORROWER AND EACH OF ITS
AFFILIATES HAVE FILED OR CAUSED TO BE FILED ALL FEDERAL, STATE, LOCAL AND
FOREIGN TAX RETURNS (INCLUDING, WITHOUT LIMITATION, ALL REPORTS RELATING TO
GAMING TAXES AND FEES TO THE GAMING AUTHORITIES) WHICH ARE REQUIRED TO BE FILED
BY THEM, ON OR PRIOR TO THE DATE HEREOF, OTHER THAN TAX RETURNS IN RESPECT OF
TAXES THAT (I) ARE NOT FRANCHISE, CAPITAL OR INCOME TAXES, (II) IN THE AGGREGATE
ARE NOT MATERIAL AND (III) WOULD NOT, IF UNPAID, RESULT IN THE IMPOSITION OF ANY
MATERIAL LIEN ON ANY PROPERTY OR ASSETS OF BORROWER OR ANY OF ITS AFFILIATES.
ALL SUCH FILED TAX RETURNS WERE TRUE, CORRECT AND COMPLETE WHEN FILED.
BORROWER
AND ITS AFFILIATES HAVE PAID OR CAUSED TO BE PAID ALL TAXES SHOWN TO BE DUE AND
PAYABLE ON SUCH FILED RETURNS OR ON ANY ASSESSMENTS RECEIVED