DATED THE CLOSING DATE
AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF BORROWER.
(I)
REQUIREMENTS OF LAW.
THE LENDERS SHALL BE SATISFIED THAT
BORROWER, ITS SUBSIDIARIES, THE TRANSACTIONS AND THE ADDITIONAL TRANSACTIONS
SHALL BE IN FULL COMPLIANCE WITH ALL MATERIAL REQUIREMENTS OF LAW, INCLUDING
REGULATIONS T, U AND X OF THE BOARD, AND SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE OF SUCH COMPLIANCE REASONABLY REQUESTED BY THEM.
(J)
CONSENTS.
THE LENDERS SHALL BE SATISFIED THAT ALL REQUISITE
GOVERNMENTAL AUTHORITIES (INCLUDING GAMING AUTHORITIES) AND THIRD PARTIES SHALL
HAVE APPROVED OR CONSENTED TO THE TRANSACTIONS TO BE CONSUMMATED ON THE CLOSING
DATE, AND THERE SHALL BE NO GOVERNMENTAL OR JUDICIAL ACTION, ACTUAL OR
THREATENED, THAT HAS OR WOULD HAVE, SINGLY OR IN THE AGGREGATE, A REASONABLE
LIKELIHOOD OF RESTRAINING, PREVENTING OR IMPOSING BURDENSOME CONDITIONS ON THE
TRANSACTIONS TO BE CONSUMMATED ON THE CLOSING DATE OR THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY.
(K)
LITIGATION.
THERE SHALL BE NO LITIGATION, PUBLIC OR PRIVATE, OR
ADMINISTRATIVE PROCEEDINGS, GOVERNMENTAL INVESTIGATION OR OTHER LEGAL OR
REGULATORY DEVELOPMENTS, ACTUAL OR THREATENED, THAT, SINGLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, OR COULD
MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF THE LOAN PARTIES TO FULLY AND
TIMELY PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, OR
THE ABILITY OF THE PARTIES HERETO
TO CONSUMMATE THE FINANCINGS CONTEMPLATED
HEREBY OR THE OTHER TRANSACTIONS OR THE ADDITIONAL TRANSACTIONS.
(L)
SOURCES AND USES.
THE SOURCES AND USES OF THE LOANS SHALL BE AS
SET FORTH IN SECTION 3.12.
(M)
FEES.
THE ARRANGERS AND ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE,
INCLUDING, TO THE EXTENT
101
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES (INCLUDING HALF
OF THE LEGAL FEES AND EXPENSES OF CAHILL GORDON & REINDEL LLP, SPECIAL COUNSEL
TO THE AGENTS, AND ALL OF THE FEES AND EXPENSES OF ANY LOCAL COUNSEL, FOREIGN
COUNSEL, APPRAISERS, CONSULTANTS AND OTHER ADVISORS) REQUIRED TO BE REIMBURSED
OR PAID BY BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IT BEING
UNDERSTOOD THAT ONLY 50% OF ANY LEGAL FEES AND EXPENSES OF CAHILL GORDON &
REINDEL LLP THAT RELATE TO BOTH THE EXISTING CREDIT AGREEMENT AND THE SENIOR
NOTES OFFERING SHALL BE DUE AND PAYABLE HEREUNDER IN ACCORDANCE WITH THIS CLAUSE
(M)).
(N)
PERSONAL PROPERTY REQUIREMENTS.
EXCEPT AS REQUIRED BY
SECTION 5.10 AND SOLELY WITH RESPECT TO THE ITEMS EXPRESSLY REFERENCED THEREIN,
THE COLLATERAL AGENT SHALL HAVE RECEIVED:
(I)
ALL CERTIFICATES, AGREEMENTS OR INSTRUMENTS REPRESENTING OR
EVIDENCING THE
CERTIFICATED SECURITIES COLLATERAL AND THE EQUITY INTERESTS
PLEDGED UNDER ANY SECURITY AGREEMENT ACCOMPANIED BY INSTRUMENTS OF TRANSFER AND
STOCK POWERS UNDATED AND ENDORSED IN BLANK HAVE BEEN DELIVERED TO THE COLLATERAL
AGENT;
(ii)
the Intercompany Note executed by and among Borrower and each of
its Restricted Subsidiaries, accompanied by instruments of transfer undated and
endorsed in blank have been delivered to the Collateral Agent;
(iii)
all other certificates, agreements, including Control Agreements,
or instruments necessary to perfect the Collateral