DAYS PRIOR TO THE CLOSING DATE AND COPIES OF ALL RECORDED DOCUMENTS
LISTED AS EXCEPTIONS TO TITLE OR OTHERWISE REFERRED TO THEREIN, EACH IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT AND (B) EVIDENCE
SATISFACTORY TO ADMINISTRATIVE AGENT THAT SUCH CREDIT PARTY HAS PAID TO THE
TITLE COMPANY OR TO THE APPROPRIATE GOVERNMENTAL BODY ALL EXPENSES AND PREMIUMS
OF THE TITLE COMPANY AND ALL OTHER SUMS REQUIRED IN CONNECTION WITH THE ISSUANCE
OF EACH TITLE POLICY AND ALL RECORDING AND STAMP TAXES (INCLUDING MORTGAGE
RECORDING AND INTANGIBLE TAXES) PAYABLE IN CONNECTION WITH RECORDING THE
MORTGAGES FOR EACH CLOSING DATE MORTGAGED PROPERTY IN THE APPROPRIATE REAL
ESTATE RECORDS; AND
(IV)
ALTA SURVEYS OF ALL CLOSING DATE MORTGAGED
PROPERTIES, CERTIFIED TO ADMINISTRATIVE AGENT.
(S)
[RESERVED].
(T)
GAMING LICENSES.
THE CREDIT PARTIES
SHALL HAVE ALL GAMING LICENSES MATERIAL TO OR REQUIRED FOR THE CONDUCT OF ITS
GAMING BUSINESSES AND THE CONDUCT OF GAMES OF CHANCE AT EACH HOTEL/CASINO
FACILITY AND SUCH GAMING LICENSES SHALL NOT THEN BE SUSPENDED, ENJOINED OR
PROHIBITED (FOR ANY LENGTH OF TIME) BY ANY GAMING AUTHORITY OR ANY OTHER
GOVERNMENTAL BODY.
(U)
FEES AND EXPENSES.
THE BORROWER SHALL HAVE
PAID ALL FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES) AND OUT OF POCKET
EXPENSES OF THE LENDERS AND ADMINISTRATIVE AGENT INCURRED IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(V)
CONSENTS.
THE LENDERS SHALL HAVE RECEIVED
SUCH CONSENTS AND OTHER INFORMATION, APPROVALS, OPINIONS OR DOCUMENTS REASONABLY
REQUESTED BY ADMINISTRATIVE AGENT OR THE LENDERS IN CONNECTION WITH THE MAKING
OF ANY TERM LOAN AND THE GRANTING OF ANY SECURITY INTEREST, ON THE CLOSING DATE,
INCLUDING, WITHOUT LIMITATION, THE CONSENT OF NATIONAL CITY BANK WITH RESPECT TO
OBTAINING A MORTGAGE IN FAVOR OF ADMINISTRATIVE AGENT ON THE SDI PROPERTY.
(W)
USE OF PROCEEDS.
THE BORROWER SHALL HAVE
CONFIRMED IN WRITING THAT THE PROCEEDS OF THE TERM LOANS SHALL BE USED ONLY IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 2.5.
41
(X)
NO LITIGATION.
THERE SHALL NOT EXIST ANY
ACTION, SUIT, INVESTIGATION, LITIGATION OR PROCEEDING OR OTHER LEGAL OR
REGULATORY DEVELOPMENTS, PENDING OR THREATENED IN ANY COURT OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL BODY THAT, IN THE REASONABLE OPINION OF
ADMINISTRATIVE AGENT, SINGLY OR IN THE AGGREGATE, MATERIALLY IMPAIRS ANY OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THAT COULD HAVE A MATERIAL
ADVERSE EFFECT.
(Y)
DUE DILIGENCE.
OTHER THAN CHANGES OCCURRING
IN THE ORDINARY COURSE OF BUSINESS, NO INFORMATION OR MATERIALS ARE OR SHOULD
HAVE BEEN AVAILABLE TO THE BORROWER AND ITS SUBSIDIARIES AS OF THE CLOSING DATE
THAT ARE MATERIALLY INCONSISTENT WITH THE MATERIAL PREVIOUSLY PROVIDED TO
ADMINISTRATIVE AGENT FOR ITS DUE DILIGENCE REVIEW OF THE BORROWER AND ITS
SUBSIDIARIES.
(Z)
NO MATERIAL ADVERSE EFFECT.
NO MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED AFTER GIVING EFFECT TO THE TERM LOANS MADE ON
THE CLOSING DATE.
SECTION 3.2.
CONDITIONS TO ALL TERM LOANS.
THE
OBLIGATION OF EACH LENDER TO MAKE ANY TERM LOAN, ON ANY DATE, INCLUDING THE
CLOSING DATE, IS SUBJECT TO THE SATISFACTION, OR WAIVER OF THE