ON AND CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED OR
PROPOSED TO BE CONDUCTED, AND (II) HAS TAKEN ALL NECESSARY CORPORATE ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER.
SECTION 4.02.
NO CONFLICT WITH, VIOLATION OF OR DEFAULT UNDER LAWS OR
OTHER AGREEMENTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT,
THE REVOLVING CREDIT NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY OTHER AGREEMENT,
CERTIFICATE OR INSTRUMENT TO WHICH ANY BORROWER IS A PARTY OR BY WHICH IT IS
BOUND IN CONNECTION WITH THE CREDIT FACILITY, NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, NOR THE COMPLIANCE WITH OR
PERFORMANCE OF THE TERMS AND CONDITIONS HEREIN OR THEREIN, IS PREVENTED BY,
LIMITED BY, CONFLICTS IN ANY MATERIAL RESPECT WITH, OR WILL RESULT IN A MATERIAL
BREACH OR VIOLATION OF, OR A MATERIAL DEFAULT (WITH DUE NOTICE OR LAPSE OF TIME
OR BOTH) UNDER, OR THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE, OR
ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF THEIR RESPECTIVE PROPERTY OR
ASSETS BY VIRTUE OF, THE TERMS, CONDITIONS OR PROVISIONS OF (A) ANY INDENTURE,
EVIDENCE OF INDEBTEDNESS, LOAN OR FINANCING
AGREEMENT, OR OTHER AGREEMENT OR
INSTRUMENT OF WHATEVER NATURE TO WHICH ANY
74
BORROWER IS BOUND, OR (B) ANY PROVISION OF ANY EXISTING LAW, RULE, REGULATION,
ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY TO
WHICH BORROWERS ARE SUBJECT.
SECTION 4.03.
LITIGATION.
EXCEPT AS DISCLOSED ON THE SCHEDULE OF
SIGNIFICANT LITIGATION DELIVERED IN CONNECTION WITH SECTION 3.18, TO THE BEST
KNOWLEDGE OF BORROWERS, AFTER DUE INQUIRY AND INVESTIGATION, THERE IS NO ACTION,
SUIT, PROCEEDING, INQUIRY, HEARING OR INVESTIGATION PENDING OR THREATENED, IN
ANY COURT OF LAW OR IN EQUITY, OR BEFORE ANY GOVERNMENTAL AUTHORITY, WHICH
REASONABLY WOULD BE EXPECTED TO (A) RESULT IN ANY MATERIAL ADVERSE CHANGE IN THE
OPERATION OF THE HOTEL/CASINO FACILITIES OR IN ITS BUSINESS, FINANCIAL
CONDITION, PROPERTIES OR OPERATIONS, (B) MATERIALLY ADVERSELY AFFECT THE
BORROWERS' ABILITY TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR (C) MATERIALLY ADVERSELY AFFECT THE
VALIDITY OR ENFORCEABILITY OF THIS CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
TO THE BEST KNOWLEDGE OF BORROWERS, AFTER DUE INQUIRY AND
INVESTIGATION, NO BORROWER IS IN VIOLATION OF OR DEFAULT WITH RESPECT TO ANY
ORDER, WRIT, INJUNCTION, DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY.
SECTION 4.04.
AGREEMENTS LEGAL, BINDING, VALID AND ENFORCEABLE.
THIS
CREDIT AGREEMENT, THE REVOLVING CREDIT NOTE, THE SECURITY DOCUMENTATION AND ALL
OTHER LOAN DOCUMENTS, WHEN EXECUTED AND DELIVERED BY BORROWERS IN CONNECTION
WITH THE CREDIT FACILITY WILL CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF
BORROWERS, ENFORCEABLE AGAINST BORROWERS IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS AND THE EXERCISE OF JUDICIAL DISCRETION IN