FOR SUCH PERIOD, FOR THE
MOST COMPARABLE PERIOD FOR WHICH A DEPOSIT RATE QUOTATION MAY BE OBTAINED); PLUS
(II)
ALL OUT-OF-POCKET EXPENSES INCURRED BY THE
LENDER REASONABLY ATTRIBUTABLE TO SUCH PAYMENT, PREPAYMENT OR FAILURE TO BORROW.
(B)
WHEN THE LENDER DEMANDS PAYMENT UNDER THIS
SECTION 2.10, IT SHALL DELIVER TO THE BORROWER A CERTIFICATE SETTING FORTH THE
AMOUNT OF COSTS AND LOSSES FOR WHICH DEMAND IS MADE. SUCH A CERTIFICATE SO
DELIVERED TO THE BORROWER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. THE
OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 2.10 SHALL SURVIVE THE PAYMENT
AND PERFORMANCE OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
SECTION 2.11 SECURITY.
(A)
SECURITY DOCUMENTS. THE OBLIGATIONS AND THE
GUARANTOR OBLIGATIONS SHALL BE SECURED BY THE LIENS ON THE COLLATERAL GRANTED BY
THE BORROWER AND THE GUARANTORS, RESPECTIVELY, UNDER THE SECURITY AGREEMENT,
SUBJECT TO THE TERMS AND PROVISIONS THEREOF.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce the Lender to enter into this Agreement and the other Loan Documents,
and to make Advances and issue Letters of Credit hereunder, the Borrower
represents and warrants to the Lender that:
SECTION 3.1 EXISTENCE AND QUALIFICATION; POWER; COMPLIANCE WITH LAWS.
(A)
THE BORROWER AND EACH GUARANTOR IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE NATION AND IS DULY
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LICENSED OR QUALIFIED TO TRANSACT BUSINESS IN ALL JURISDICTIONS WHERE THE
CHARACTER OF THE PROPERTY OWNED OR LEASED OR THE NATURE OF THE BUSINESS
TRANSACTED BY IT MAKES SUCH LICENSING OR QUALIFICATION NECESSARY EXCEPT AS WOULD
NOT RESULT IN A MATERIAL ADVERSE EFFECT.
THE BORROWER AND EACH GUARANTOR HAS
ALL REQUISITE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS, TO OWN ITS PROPERTIES
AND TO EXECUTE AND DELIVER, AND TO PERFORM ALL OF ITS OBLIGATIONS UNDER, THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY.
THE BORROWER'S AND EACH GUARANTOR'S
CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS IS LOCATED AT ITS
RESPECTIVE ADDRESS SET FORTH IN SCHEDULE 3.1, AND ALL OF THE BORROWER'S AND THE
GUARANTORS' RECORDS RELATING TO THE GAMING BUSINESS AND THE GAMING ASSETS ARE
KEPT AT SUCH LOCATIONS.
THE BORROWER AND EACH GUARANTOR IS A NONTAXABLE ENTITY
FOR PURPOSES OF FEDERAL AND STATE INCOME TAXATION, AND THE GAMING AND OTHER
REVENUES OF THE BORROWER AND THE GUARANTORS ARE EXEMPT FROM FEDERAL AND STATE
INCOME TAXATION.
(B)
THE BORROWER IS WHOLLY OWNED BY THE NATION
AND NO OTHER PERSON HOLDS ANY RIGHTS TO ACQUIRE AN OWNERSHIP INTEREST IN THE
BORROWER.
EACH GUARANTOR IS WHOLLY OWNED BY THE BORROWER AND NO OTHER PERSON
HOLDS ANY RIGHTS TO ACQUIRE AN OWNERSHIP INTEREST IN ANY GUARANTOR.
(C)
THE BORROWER AND EACH GUARANTOR IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH (I) ALL LAWS AND REQUIREMENTS OF LAW
APPLICABLE TO ITS EXISTENCE, GAMING BUSINESS AND GAMING ASSETS (INCLUDING ALL
GAMING LAWS) AND (II) EACH OF ITS CONTRACTUAL OBLIGATIONS (NOR IS THERE ANY
WAIVER IN EFFECT WHICH, IF NOT IN EFFECT, WOULD RESULT IN SUCH A VIOLATION OR
DEFAULT), WHERE NONCOMPLIANCE WITH SUCH