adversely affect the
validity of this Agreement or the ability of Manager to comply with its
obligations under this Agreement.
15.3.6 Operating Permits. Manager has (or will have as of the Effective Date)
all licenses, permits, certificates, authorizations, registrations, waivers,
variances, exemptions, franchises, findings of suitability and entitlements
issued or issuable by any Governmental Authority, which are necessary for the
performance in all material respects of its obligations hereunder (collectively,
"Operating Permits"); with the exception of the Gaming Approvals, each such
Operating Permit is and will be in full force and effect; Manager and each of
its affiliates are in compliance in all material respects with all such
Operating Permits, and no event (including, without limitation, any material
violation of any law, rule or regulation) has occurred which would lead to the
revocation or termination of any such Operating Permit or the imposition of any
materially adverse restriction thereon.
15.4 Intentionally Omitted.
15.5 ACKNOWLEDGEMENTS. TENANT, LANDLORD AND MANAGER EACH ACKNOWLEDGE AND CONFIRM
TO THE OTHER THAT:
15.5.1 INFORMED INVESTOR. THE ACKNOWLEDGING PARTY HAS HAD THE BENEFIT OF LEGAL
COUNSEL AND ALL OTHER ADVISORS IT DEEMED NECESSARY OR ADVISABLE TO ASSIST IT IN
THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT.
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15.5.2 BUSINESS RISKS. THE ACKNOWLEDGING PARTY (A) IS A SOPHISTICATED PERSON,
WITH SUBSTANTIAL EXPERIENCE IN THE OWNERSHIP AND OPERATION OF HOTELS AND
CASINOS; (B) RECOGNIZES THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INVOLVE
SUBSTANTIAL BUSINESS RISKS; AND (C) HAS MADE AN INDEPENDENT INVESTIGATION OF ALL
ASPECTS OF THIS AGREEMENT SUCH PARTY DEEMS NECESSARY OR ADVISABLE.
15.5.3 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. NEITHER PARTY HAS MADE ANY
PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND WHATSOEVER TO
THE OTHER PARTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO
PERSON IS AUTHORIZED TO MAKE ANY PROMISES, REPRESENTATIONS, WARRANTIES OR
GUARANTIES ON BEHALF OF EITHER PARTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
15.5.4 NO RELIANCE. NEITHER PARTY HAS RELIED UPON ANY STATEMENTS OR PROJECTIONS
OF REVENUE, SALES, EXPENSES, INCOME, RATES, AVERAGE DAILY RATE, OCCUPANCY,
REVENUE PER AVAILABLE ROOM, RESERVATIONS SYSTEM CONTRIBUTION, PROFITABILITY,
VALUE OF THE MANAGER OPERATED AREAS OR SIMILAR INFORMATION PROVIDED BY THE OTHER
PARTY BUT HAS INDEPENDENTLY CONFIRMED THE ACCURACY AND RELIABILITY OF ANY SUCH
INFORMATION AND IS SATISFIED WITH THE RESULTS OF SUCH INDEPENDENT CONFIRMATION.
15.5.5 LIMITATION ON FIDUCIARY DUTIES. TO THE EXTENT ANY FIDUCIARY DUTIES THAT
MAY EXIST AS A RESULT OF THE RELATIONSHIP OF THE PARTIES ARE INCONSISTENT WITH,
OR WOULD HAVE THE EFFECT OF EXPANDING, MODIFYING, LIMITING OR RESTRICTING ANY OF
THE EXPRESS TERMS OF THIS AGREEMENT, (A) THE EXPRESS TERMS OF THIS AGREEMENT
SHALL CONTROL; (B) THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH
GENERAL PRINCIPLES OF CONTRACT INTERPRETATION WITHOUT REGARD TO THE COMMON LAW
PRINCIPLES OF AGENCY; AND (C) ANY LIABILITY OF THE PARTIES SHALL BE BASED SOLELY
ON PRINCIPLES OF CONTRACT LAW AND THE EXPRESS TERMS OF THIS AGREEMENT. THE
PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT FOR THE PURPOSES OF DETERMINING THE
NATURE AND SCOPE OF MANAGER'S FIDUCIARY DUTIES UNDER