BEST OF SUCH BORROWER'S ACTUAL KNOWLEDGE
AFTER DUE INQUIRY, THE LAND AND IMPROVEMENTS (INCLUDING THE USE THEREOF) COMPLY
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS, INCLUDING,
WITHOUT LIMITATION, BUILDING AND ZONING ORDINANCES AND CODES AND PRESCRIBED
LAWS.
NO BORROWER IS IN DEFAULT OR VIOLATION OF ANY ORDER, WRIT, INJUNCTION,
DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY.
THERE HAS NOT BEEN COMMITTED BY
ANY BORROWER OR, TO ANY BORROWER'S ACTUAL KNOWLEDGE, ANY OTHER PERSON IN
OCCUPANCY OF OR INVOLVED WITH THE OPERATION OR USE OF ANY OF THE PROPERTIES ANY
ACT OR OMISSION AFFORDING THE FEDERAL GOVERNMENT OR ANY OTHER GOVERNMENTAL
AUTHORITY THE RIGHT OF FORFEITURE AS AGAINST ANY PROPERTY OR ANY PART THEREOF OR
ANY MONIES PAID IN PERFORMANCE OF BORROWERS' OBLIGATIONS UNDER ANY OF THE LOAN
DOCUMENTS.
4.1.11
FINANCIAL INFORMATION.
TO SUCH BORROWER'S ACTUAL KNOWLEDGE,
ALL HISTORICAL FINANCIAL DATA, INCLUDING, WITHOUT LIMITATION, THE STATEMENTS OF
CASH FLOW AND INCOME AND OPERATING EXPENSE, THAT HAVE BEEN DELIVERED TO LENDER
IN CONNECTION WITH THE LOAN (I) ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS, (II) ACCURATELY REPRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION OF THE PROPERTIES (AND EACH PROPERTY) AS OF THE DATE OF SUCH REPORTS,
AND (III) TO THE EXTENT PREPARED OR AUDITED BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTING FIRM, HAVE BEEN PREPARED IN ACCORDANCE WITH THE UNIFORM SYSTEM OF
ACCOUNTS AND RECONCILED WITH GAAP THROUGHOUT THE PERIODS COVERED, EXCEPT AS
DISCLOSED THEREIN.
EXCEPT FOR PERMITTED ENCUMBRANCES AND EXCEPT AS REFERRED TO
OR REFLECTED IN SAID FINANCIAL STATEMENTS PREVIOUSLY DELIVERED TO LENDER IN
CONNECTION WITH THE LOAN, NO BORROWER HAS ANY CONTINGENT LIABILITIES,
LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG-TERM COMMITMENTS OR UNREALIZED OR
ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS THAT ARE KNOWN TO ANY
BORROWER AND ARE REASONABLY LIKELY TO HAVE A MATERIALLY ADVERSE EFFECT ON ANY
PROPERTY OR (A) THE OPERATION OF THE HOTEL/CASINO PROPERTY AS A HOTEL AND CASINO
AT A STANDARD AT LEAST EQUAL TO COMPARABLE HOTEL/CASINOS, INCLUDING, WITHOUT
LIMITATION, COMPARABLE FOOD AND BEVERAGE OUTLETS AND OTHER AMENITIES, AND/OR (B)
THE OPERATION OF THE CAFÉ PROPERTY AND THE ADJACENT PROPERTY FOR A USE OR USES
THAT IS/ARE CONSISTENT WITH THE OPERATION OF THE HOTEL/CASINO PROPERTY AS A
HOTEL AND CASINO AT A STANDARD AT LEAST EQUAL TO COMPARABLE HOTEL/CASINOS, WHICH
USE MAY INCLUDE, WITHOUT LIMITATION, EXPANSION OF THE HOTEL/CASINO PROPERTY,
RESTAURANTS, RETAIL AND RESIDENTIAL COMPLEXES (THE "PERMITTED ADJACENT/CAFÉ
USES").
SINCE THE DATE OF SUCH FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATION OR BUSINESS OF ANY BORROWER
OR, TO EACH BORROWER'S ACTUAL KNOWLEDGE AFTER DUE INQUIRY, TO THE EXTENT NOT
PROHIBITED BY THE MERGER AGREEMENT, ANY PROPERTY FROM THAT SET FORTH IN SAID
FINANCIAL STATEMENTS.
4.1.12
CONDEMNATION.
NO CONDEMNATION OR OTHER PROCEEDING HAS BEEN
COMMENCED OR, TO EACH BORROWER'S ACTUAL KNOWLEDGE, IS THREATENED IN WRITING
RECEIVED BY SUCH BORROWER OR CONTEMPLATED WITH RESPECT TO ALL OR ANY PORTION OF
ANY PROPERTY OR FOR THE RELOCATION OF ANY ROADWAY PROVIDING DIRECT ACCESS TO ANY
PROPERTY.
4.1.13
FEDERAL