AND TO OWN AND LEASE ITS
PROPERTY AND (C) IS QUALIFIED AND IN GOOD STANDING (TO THE EXTENT SUCH CONCEPT
IS APPLICABLE IN THE APPLICABLE JURISDICTION) TO DO BUSINESS IN EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT IN SUCH JURISDICTIONS
WHERE THE FAILURE TO SO QUALIFY OR BE IN GOOD STANDING, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT. THERE IS NO EXISTING DEFAULT UNDER ANY ORGANIZATIONAL DOCUMENT OF
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES OR ANY EVENT WHICH, WITH THE
GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT BY ANY
PARTY THEREUNDER.
77
SECTION 3.02
AUTHORIZATION; ENFORCEABILITY. THE TRANSACTIONS AND
THE ADDITIONAL TRANSACTIONS TO BE ENTERED INTO BY EACH LOAN PARTY ARE WITHIN
SUCH LOAN PARTY'S POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION
ON THE PART OF SUCH LOAN PARTY. EACH LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS TO
BE A PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW.
SECTION 3.03
NO CONFLICTS. EXCEPT AS SET FORTH ON SCHEDULE 3.03,
THE TRANSACTIONS AND THE ADDITIONAL TRANSACTIONS (A) DO NOT REQUIRE ANY CONSENT
OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY
GOVERNMENTAL AUTHORITY (INCLUDING GAMING AUTHORITIES), EXCEPT (I) SUCH AS HAVE
BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT, (II) FILINGS NECESSARY
TO PERFECT LIENS CREATED BY THE LOAN DOCUMENTS AND (III) CONSENTS, APPROVALS,
REGISTRATIONS, FILINGS, PERMITS OR ACTIONS THE FAILURE TO OBTAIN OR PERFORM
WHICH COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(B) WILL NOT VIOLATE THE ORGANIZATIONAL DOCUMENTS OF BORROWER OR ANY OF ITS
RESTRICTED SUBSIDIARIES, (C) WILL NOT VIOLATE ANY REQUIREMENT OF LAW, (D) WILL
NOT VIOLATE OR RESULT IN A DEFAULT OR REQUIRE ANY CONSENT OR APPROVAL UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT BINDING UPON BORROWER OR ANY OF ITS
RESTRICTED SUBSIDIARIES OR ITS PROPERTY, OR GIVE RISE TO A RIGHT THEREUNDER TO
REQUIRE ANY PAYMENT TO BE MADE BY BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES, EXCEPT FOR VIOLATIONS, DEFAULTS OR THE CREATION OF SUCH RIGHTS
THAT COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
AND (E) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY
PROPERTY OF ANY LOAN PARTY, EXCEPT LIENS CREATED BY THE LOAN DOCUMENTS AND
PERMITTED LIENS.
SECTION 3.04
FINANCIAL STATEMENTS; PROJECTIONS.
(A)
HISTORICAL FINANCIAL STATEMENTS. BORROWER HAS DELIVERED TO THE
LENDERS THE CONSOLIDATED BALANCE SHEETS AND RELATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOWS OF BORROWER (I) AS OF AND FOR THE FISCAL
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003, AUDITED BY AND