TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY
IMPROPER ADVANTAGE, IN VIOLATION OF THE FEDERAL FOREIGN CORRUPT PRACTICES ACT OF
1977.
(AA)
GAMING LICENSES.
ALL GAMING LICENSES REQUIRED
TO BE HELD BY THE CREDIT PARTIES ARE CURRENT AND IN GOOD STANDING AND THE CREDIT
PARTIES PRESENTLY HOLD ALL GAMING LICENSES NECESSARY FOR THE CONTINUED OPERATION
OF THE HOTEL/CASINO FACILITIES.
(BB)
NON-CORE LAND/UNRESTRICTED SUBSIDIARIES.
EXCEPT
AS SET FORTH ON SCHEDULE 4.1(BB), NO CREDIT PARTY CONDUCTS ANY BUSINESS ON ANY
PROPERTY THAT IS CLASSIFIED AS NON-CORE LAND OTHER THAN BUSINESS THAT IS
IMMATERIAL, RELATED TO AND INCIDENTAL TO THE CREDIT PARTIES' BUSINESS AS OF THE
CLOSING DATE.
EXCEPT AS SET FORTH ON SCHEDULE 4.1(BB), NO UNRESTRICTED
SUBSIDIARY CONDUCTS ANY BUSINESS WITH ANY CREDIT PARTY.
THE VALUE OF THE
CUMULATIVE ASSETS OF THE UNRESTRICTED SUBSIDIARIES IS LESS THAN $1,000,000.
49
ARTICLE V
AFFIRMATIVE COVENANTS
Each Credit Party covenants and agrees that so long as the Term Loans or any
other Obligation shall remain unpaid or unsatisfied, each Credit Party shall
perform, and shall cause each of its Subsidiaries to perform, all the covenants
in this Article V:
SECTION 5.1.
BASIC REPORTING REQUIREMENTS.
THE
BORROWER SHALL FURNISH TO ADMINISTRATIVE AGENT AND THE LENDERS:
(A)
ANNUAL FINANCIAL STATEMENTS.
AS SOON AS
AVAILABLE, AND IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL
YEAR, (I) THE CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF THE BORROWER AND
ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED
AND CONSOLIDATING STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS OF
THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, TOGETHER WITH A
FINANCIAL OFFICER CERTIFICATION WITH RESPECT THERETO; AND (II) WITH RESPECT TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS A REPORT THEREON OF ERNST & YOUNG, LLP OR
OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING SELECTED
BY THE BORROWER, AND REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT (WHICH
REPORT SHALL BE UNQUALIFIED AS TO GOING CONCERN AND SCOPE OF AUDIT, AND SHALL
STATE THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT, IN ALL
MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AND ITS
SUBSIDIARIES AS AT THE DATES INDICATED AND THE RESULTS OF THEIR OPERATIONS AND
THEIR CASH FLOWS FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP AND THAT THE
EXAMINATION BY SUCH ACCOUNTANTS IN CONNECTION WITH SUCH CONSOLIDATED FINANCIAL
STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS) TOGETHER WITH A WRITTEN STATEMENT BY SUCH INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS STATING (1) THAT THEIR AUDIT EXAMINATION HAS INCLUDED A
REVIEW OF SECTION 6.14 (FINANCIAL COVENANTS), (2) WHETHER, IN CONNECTION
THEREWITH, ANY CONDITION OR EVENT THAT CONSTITUTES A DEFAULT OR AN EVENT OF
DEFAULT HAS COME TO THEIR ATTENTION AND, IF SUCH A CONDITION OR EVENT HAS COME
TO THEIR ATTENTION, SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF, AND
(3) THAT NOTHING HAS COME TO THEIR ATTENTION THAT CAUSES THEM TO BELIEVE THAT
THE INFORMATION CONTAINED IN ANY COMPLIANCE CERTIFICATE IS NOT CORRECT OR THAT
THE MATTERS SET FORTH IN SUCH