BE HELD BY BORROWERS ARE CURRENT AND IN GOOD STANDING
AND BORROWERS PRESENTLY HOLD ALL GAMING PERMITS NECESSARY FOR THE CONTINUED
OPERATION OF THE HOTEL/CASINO FACILITIES.
SECTION 4.18.
ENVIRONMENTAL CERTIFICATE.
THE
REPRESENTATIONS AND CERTIFICATIONS CONTAINED IN THE ENVIRONMENTAL CERTIFICATE
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 4.19.
INVESTMENT COMPANY ACT.
EACH BORROWER
IS NEITHER AN "INVESTMENT COMPANY" NOR A COMPANY "CONTROLLED" BY AN "INVESTMENT
COMPANY," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
SECTION 4.20.
PUBLIC UTILITY HOLDING COMPANY ACT.
EACH BORROWER IS NEITHER A "HOLDING COMPANY," NOR A "SUBSIDIARY COMPANY" OF A
"HOLDING COMPANY," NOR AN "AFFILIATE" OF A "HOLDING COMPANY" NOR OF A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
SECTION 4.21.
LABOR RELATIONS.
THERE IS NO STRIKE
OR WORK STOPPAGE IN EXISTENCE, OR TO THE BEST KNOWLEDGE OF BORROWERS THREATENED,
INVOLVING ANY BORROWER OR THE HOTEL/CASINO FACILITIES THAT REASONABLY WOULD BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 4.22.
TRADEMARKS, PATENTS, LICENSES,
FRANCHISES, FORMULAS AND COPYRIGHTS.
EXCEPT AS DISCLOSED IN SCHEDULE 4.22, EACH
OF THE BORROWERS OWNS ALL THE PATENTS, TRADEMARKS, PERMITS, SERVICE MARKS, TRADE
NAMES, COPYRIGHTS, LICENSES, FRANCHISES AND FORMULAS, OR HAS A VALID LICENSE OR
SUBLICENSE OF RIGHTS WITH RESPECT TO THE FOREGOING, AND HAS OBTAINED ASSIGNMENTS
OF ALL LEASES AND OTHER RIGHTS OF WHATEVER NATURE, NECESSARY FOR THE PRESENT
CONDUCT OF ITS RESPECTIVE BUSINESSES, WITHOUT ANY KNOWN CONFLICT WITH THE RIGHTS
OF OTHERS WHICH, OR THE FAILURE TO OBTAIN WHICH, AS THE CASE MAY BE, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE ON THE
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BUSINESS, OPERATIONS, PROPERTY, ASSETS OR CONDITION (FINANCIAL OR OTHERWISE) OF
BORROWERS.
EACH OF THE PATENTS, TRADEMARKS, SERVICEMARKS, TRADENAMES AND
COPYRIGHTS OWNED BY BORROWERS UNDER THE COMMON LAW OR WHICH IS REGISTERED WITH
ANY GOVERNMENTAL AUTHORITY IS SET FORTH ON SCHEDULE 4.22, ATTACHED HERETO.
SECTION 4.23.
CONTINGENT LIABILITIES.
AS OF THE
CLOSING DATE, BORROWERS HAVE INCURRED NO MATERIAL CONTINGENT LIABILITIES (ANY
CONTINGENT LIABILITY IN EXCESS OF ONE MILLION DOLLARS ($1,000,000.00) BEING
DEEMED MATERIAL) OTHER THAN THOSE DESCRIBED ON SCHEDULE 4.23.
SECTION 4.24.
SUBSIDIARIES.
AS OF THE CLOSING DATE,
NO MEMBER OF THE BORROWER CONSOLIDATION HAS ANY SUBSIDIARIES THAT ARE NOT
MEMBERS OF THE BORROWER CONSOLIDATION, OTHER THAN THOSE SUBSIDIARIES EXISTING AS
OF THE CLOSING DATE WHICH ARE DESCRIBED ON THE SCHEDULE OF RESTRICTED AND
UNRESTRICTED SUBSIDIARIES ATTACHED HERETO AS SCHEDULE 4.24.
SECTION 4.25.
WOODVIEW LOAN DOCUMENTS, LOGAN
PURCHASE AGREEMENTS, GREEN SHINGLE LOAN DOCUMENTS, SGRI LOAN DOCUMENTS, SCIOTO
MERGER AGREEMENT AND PIDI OPTIONS.
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A.
THE COPIES OF THE WOODVIEW LOAN
DOCUMENTS AND LOGAN PURCHASE AGREEMENTS WHICH HAVE BEEN DELIVERED TO AGENT BANK
IN ACCORDANCE WITH SECTION 3.21(A) AND (B) ARE TRUE AND CORRECT COPIES OF THE
ORIGINALS THEREOF.
B.
THE GREEN SHINGLE LOAN DOCUMENTS AND THE
SGRI LOAN DOCUMENTS WHICH HAVE BEEN DELIVERED TO AGENT BANK IN ACCORDANCE WITH
SECTION 3.21(C) AND (D), RESPECTIVELY, ARE ORIGINALS.
C.
THE COPY OF THE SCIOTO MERGER