MADE PROVISIONS FOR THE PAYMENT OF, ALL MATERIAL TAXES,
ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES WHICH HAVE OR MAY HAVE BECOME
DUE PURSUANT TO SAID RETURNS OR OTHERWISE PURSUANT TO ANY ASSESSMENT RECEIVED BY
BORROWERS EXCEPT SUCH TAXES, ASSESSMENTS, FEES OR OTHER GOVERNMENTAL CHARGES, IF
ANY, AS ARE BEING CONTESTED IN GOOD FAITH BY BORROWERS BY APPROPRIATE
PROCEEDINGS AND FOR WHICH BORROWERS HAVE MAINTAINED ADEQUATE RESERVES FOR THE
PAYMENT THEREOF IN ACCORDANCE WITH GAAP.
SECTION 4.08.
TITLE TO PROPERTIES.
TO THE BEST OF
BORROWERS' KNOWLEDGE, BORROWERS SHALL HAVE GOOD AND MARKETABLE TITLE TO THE
COLLATERAL PROPERTIES AS OF THE CLOSING DATE AND AT ALL TIMES DURING THE TERM OF
THE CREDIT FACILITY (INCLUDING, WITHOUT LIMITATION, THE LOGAN PRIMARY PARCEL
SUBSEQUENT TO THE LOGAN PRIMARY PARCEL CLOSING AND THE LOGAN FILLY PARCEL
SUBSEQUENT TO THE LOGAN FILLY PARCEL CLOSING).
EACH OF THE BORROWERS HAS GOOD
AND MARKETABLE TITLE TO:
(A) ALL OF ITS PROPERTIES AND ASSETS REFLECTED IN THE
MOST RECENT FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.05 HEREOF AS OWNED BY
THEM (EXCEPT THOSE PROPERTIES AND ASSETS DISPOSED OF SINCE THE DATE OF SAID
FINANCIAL STATEMENTS IN THE ORDINARY COURSE OF BUSINESS OR THOSE PROPERTIES AND
ASSETS WHICH ARE NO LONGER USED OR USEFUL IN THE CONDUCT OF ITS BUSINESSES),
INCLUDING, BUT NOT LIMITED TO, BORROWERS' INTEREST IN PATENTS, TRADEMARKS,
TRADENAMES, SERVICEMARKS, AND LICENSES RELATING TO OR PERTAINING TO THE
COLLATERAL PROPERTIES OR THE HOTEL/CASINO FACILITIES, AND (B) ALL PROPERTIES AND
ASSETS ACQUIRED BY THEM SUBSEQUENT TO THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS REFERRED TO IN SECTION 4.05 HEREOF.
ALL SUCH PROPERTIES AND ASSETS
ARE NOT SUBJECT TO ANY LIENS, ENCUMBRANCES OR RESTRICTIONS EXCEPT PERMITTED
ENCUMBRANCES.
ALL ROADS, EASEMENTS AND RIGHTS OF WAY NECESSARY FOR THE FULL
UTILIZATION OF THE COLLATERAL PROPERTIES HAVE BEEN COMPLETED AND/OR OBTAINED.
SECTION 4.09.
NO UNTRUE STATEMENTS.
TO THE BEST OF
BORROWERS' KNOWLEDGE, ALL STATEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY
BORROWERS IN THIS CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY OTHER
AGREEMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT PREVIOUSLY FURNISHED OR TO BE
FURNISHED BY BORROWERS TO BANKS PURSUANT TO THE PROVISIONS OF THIS CREDIT
AGREEMENT, AT THE TIME THEY WERE MADE AND ON AND AS OF THE CLOSING DATE: (A) ARE
AND SHALL BE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, (B) DO NOT AND
SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, AND (C) DO NOT AND
SHALL NOT OMIT TO STATE A MATERIAL FACT, THE ABSENCE OF WHICH
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MAKES THE INFORMATION CONTAINED HEREIN OR THEREIN MATERIALLY MISLEADING OR
INCOMPLETE.
BORROWERS UNDERSTAND THAT ALL SUCH STATEMENTS, REPRESENTATIONS AND
WARRANTIES SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY BANKS AS A MATERIAL
INDUCEMENT TO ESTABLISH THE CREDIT FACILITY.
SECTION 4.10.
BROKERAGE COMMISSIONS.
NO PERSON IS
ENTITLED TO RECEIVE ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR FEE OR
PAYMENT IN CONNECTION WITH THE EXTENSIONS OF CREDIT CONTEMPLATED BY THIS CREDIT
AGREEMENT.
NO BROKERAGE OR OTHER FEE, COMMISSION OR COMPENSATION IS TO BE PAID
BY BANKS WITH RESPECT TO