THEREOF WILL BE IN ALL
RESPECTS IN COMPLIANCE WITH ALL CONSTRUCTION PERMITS THEN REQUIRED AND OPERATING
PERMITS THEN REQUIRED, AS APPLICABLE, AND ALL OTHER LEGAL REQUIREMENTS, AND
SUCH, EXCEPT AS DESCRIBED IN SCHEDULE 4.21(K), COMPLIANCE IS NOT DEPENDENT ON
ANY LAND, IMPROVEMENTS OR FACILITIES NOT A PART OF THE PROPERTY.
(L)
THERE ARE NO PENDING, OR TO BORROWER'S KNOWLEDGE, THREATENED
ACTIONS, SUITS OR PROCEEDINGS TO REVOKE, ATTACH, INVALIDATE, RESCIND OR MODIFY
THE ZONING APPLICABLE TO THE PROPERTY OR ANY PART THEREOF, OR ANY OF THE
CONSTRUCTION PERMITS, AS CURRENTLY EXISTING;
(M)
THE TRADE CONTRACTS AND THE OTHER PROJECT DOCUMENTS HERETOFORE
EXECUTED BY, OR ASSIGNED TO AND ASSUMED BY, BORROWER ARE IN FULL FORCE AND
EFFECT, NOT HAVING BEEN AMENDED, MODIFIED, TERMINATED, ASSIGNED OR OTHERWISE
CHANGED, OR THE PROVISIONS THEREOF WAIVED, EXCEPT AS PERMITTED HEREUNDER OR AS
HAS OTHERWISE BEEN DISCLOSED TO AGENT; AND
(N)
THE PROJECT BUDGET CONTAINS ALL HARD COSTS AND SOFT COSTS AND ANY
OTHER COSTS AND EXPENSES REASONABLY ANTICIPATED TO BE INCURRED IN CONNECTION THE
CONSTRUCTION AND DEVELOPMENT OF THE PROJECT.
4.22
Certificate of Occupancy; Licenses.
On and after the date on which
the Project Opening occurs (a) all certifications, permits, licenses and
approvals, including without limitation, certificates of completion and
occupancy permits, any applicable liquor licenses and gaming licenses, to the
extent
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applicable where the Property is located and required for the legal use,
occupancy and operation of the Property for its intended purposes (collectively,
the "Property Licenses"), will have been obtained and will be in full force and
effect, (b) Borrower shall keep and maintain all Property Licenses necessary for
the operation of the Property and (c) the uses being made of the Property is in
conformity with the Certificate of Occupancy.
SECTION 5.
AFFIRMATIVE COVENANTS
Each Loan Party executing this Agreement jointly and severally agrees as to all
Loan Parties that from and after the date hereof and until the Termination Date:
5.1
Compliance With Laws and Contractual Obligations.
(A)
EACH LOAN PARTY WILL (I) COMPLY WITH AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO COMPLY WITH (1) THE REQUIREMENTS OF ALL APPLICABLE MATERIAL
LAWS, RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY (INCLUDING,
WITHOUT LIMITATION, LAWS, RULES, REGULATIONS AND ORDERS RELATING TO TAXES,
EMPLOYER AND EMPLOYEE CONTRIBUTIONS, SECURITIES, EMPLOYEE RETIREMENT AND WELFARE
BENEFITS, ENVIRONMENTAL PROTECTION MATTERS AND EMPLOYEE HEALTH AND SAFETY) AS
NOW IN EFFECT AND WHICH MAY BE IMPOSED IN THE FUTURE IN ALL JURISDICTIONS IN
WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS NOW DOING BUSINESS OR MAY
HEREAFTER BE DOING BUSINESS AND (2) THE OBLIGATIONS, COVENANTS AND CONDITIONS
CONTAINED IN ALL CONTRACTUAL OBLIGATIONS OF SUCH LOAN PARTY OR ANY OF ITS
SUBSIDIARIES OTHER THAN THE NONCOMPLIANCE WITH WHICH WOULD NOT BE REASONABLY
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT, AND (II) MAINTAIN OR OBTAIN AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO
MAINTAIN OR OBTAIN ALL LICENSES, QUALIFICATIONS AND PERMITS NOW HELD OR
HEREAFTER REQUIRED TO BE HELD BY SUCH