ENVIRONMENTAL SITE ASSESSMENTS DELIVERED TO AGENT BANK
IN CONNECTION WITH THE EXISTING CREDIT FACILITY SHALL BE DEEMED TO SATISFY THIS
REQUIREMENT.
ANY RECOMMENDED ACTION SHALL HAVE BEEN COMPLETED BY BORROWERS.
B.
BORROWERS HEREBY CONFIRM THE
REPRESENTATIONS CONTAINED IN SECTIONS 2.1 AND 2.2 OF THE ENVIRONMENTAL
CERTIFICATE ARE TRUE AND CORRECT IN ALL RESPECTS, EXCEPT WITH RESPECT TO THE
MATTERS DISCLOSED ON THE SCHEDULE OF SIGNIFICANT LITIGATION.
SECTION 3.15.
EVIDENCE OF RIGHT TO OCCUPANCY OF
COLLATERAL PROPERTIES.
A COPY OF THE PERMANENT CERTIFICATE OF OCCUPANCY ISSUED
BY EACH APPLICABLE GOVERNMENTAL AUTHORITY, EVIDENCING THE RIGHT OF THE BORROWER
CONSOLIDATION TO USE AND HOLD OPEN FOR THE USE AND OCCUPANCY OF THE PUBLIC OF
THE HOTEL/CASINO FACILITIES.
SECTION 3.16.
GAMING PERMITS.
COPIES OF THOSE
GAMING PERMITS ISSUED BY EACH APPLICABLE GAMING AUTHORITY EVIDENCING THE RIGHT
OF THE BORROWER CONSOLIDATION TO CONDUCT PARI-MUTUEL WAGERING ON LIVE
HORSERACING AND SIMULCAST HORSE AND GREYHOUND RACING AT THE MPI HOTEL/CASINO
FACILITIES, SDI FACILITY AND PIDI FACILITY, AS APPLICABLE, AND, EXCEPT FOR THE
PIDI FACILITY PRIOR TO THE OCCURRENCE OF THE PIDI LICENSING EVENT, TO CONDUCT
GAMING ACTIVITIES AND GAMES OF CHANCE AT EACH OF THE HOTEL/CASINO FACILITIES.
SECTION 3.17.
FINANCIAL STATEMENTS.
AUDITED
FINANCIAL STATEMENTS OF THE BORROWER CONSOLIDATION FOR THE MOST RECENTLY ENDED
FISCAL YEAR, TO THE EXTENT THE SAME HAVE BEEN PREPARED AND ARE AVAILABLE.
SECTION 3.18.
SCHEDULE OF ALL SIGNIFICANT
LITIGATION.
A SCHEDULE OF SIGNIFICANT LITIGATION (SCHEDULE 3.18) INVOLVING ANY
MEMBER OF THE BORROWER
92
CONSOLIDATION, IN EACH INSTANCE SETTING FORTH THE NAMES OF THE OTHER PARTIES
THERETO, A BRIEF DESCRIPTION OF SUCH LITIGATION, WHETHER OR NOT SUCH LITIGATION
IS COVERED BY INSURANCE AND, IF SO, WHETHER THE DEFENSE THEREOF AND LIABILITY
THEREFOR HAS BEEN ACCEPTED BY THE APPLICABLE INSURANCE COMPANY INDICATING
WHETHER SUCH ACCEPTANCE OF SUCH DEFENSES WITH OR WITHOUT A RESERVATION OF
RIGHTS, THE COMMENCEMENT DATE OF SUCH LITIGATION AND THE AMOUNT SOUGHT TO BE
RECOVERED BY THE ADVERSE PARTIES THERETO OR THE AMOUNT WHICH IS OTHERWISE IN
CONTROVERSY.
SECTION 3.19.
NO INJUNCTION OR OTHER LITIGATION.
NO LAW OR REGULATION SHALL PROHIBIT, AND NO ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY SHALL, AND NO LITIGATION SHALL BE PENDING OR THREATENED
WHICH IN THE REASONABLE JUDGMENT OF THE AGENT BANK WOULD OR WOULD REASONABLY BE
EXPECTED TO, ENJOIN, PROHIBIT, LIMIT OR RESTRAIN THE EXECUTION AND DELIVERY OF
THIS CREDIT AGREEMENT OR THE MAKING OF ANY ADVANCE UNDER THE CREDIT FACILITY.
SECTION 3.20.
ADDITIONAL DOCUMENTS AND STATEMENTS.
AS OF THE RESTATEMENT DATE SUCH ADDITIONAL DOCUMENTS, AFFIDAVITS, CERTIFICATES
AND OPINIONS AS REQUISITE LENDERS MAY REASONABLY REQUIRE TO INSURE COMPLIANCE
WITH THIS CREDIT AGREEMENT.
THE STATEMENTS SET FORTH IN SECTION 3.31 SHALL BE
TRUE AND CORRECT.
SECTION 3.21.
GREEN SHINGLE LOAN DOCUMENTS AND
NATIONAL CITY LOAN DOCUMENTS.
A.
EACH OF THE FOLLOWING WITH RESPECT TO
THE GREEN SHINGLE LOAN:
(I)
THE ORIGINALS OF EACH OF THE GREEN
SHINGLE NOTE, GREEN SHINGLE LOAN AGREEMENT, GREEN SHINGLE SECURITY DOCUMENTS AND
THE ORIGINAL STOCK CERTIFICATES OF TECNICA STOCK REFERENCED IN THE TECNICA STOCK
PLEDGE (COLLECTIVELY, THE "GREEN SHINGLE