TO THE COLLATERAL
PROPERTIES AS OF THE RESTATEMENT DATE AND AT ALL TIMES DURING THE TERM OF THE
CREDIT FACILITY.
EACH OF THE BORROWERS HAS GOOD AND MARKETABLE TITLE TO:
(A) ALL OF ITS PROPERTIES AND ASSETS REFLECTED IN THE MOST RECENT FINANCIAL
STATEMENTS REFERRED TO IN SECTION 4.05 HEREOF AS OWNED BY THEM (EXCEPT THOSE
PROPERTIES AND ASSETS DISPOSED OF SINCE THE DATE OF SAID FINANCIAL STATEMENTS IN
THE ORDINARY COURSE OF BUSINESS OR THOSE PROPERTIES AND ASSETS WHICH ARE NO
LONGER USED OR USEFUL IN THE CONDUCT OF ITS BUSINESSES), INCLUDING, BUT NOT
LIMITED TO, BORROWERS' INTEREST IN PATENTS, TRADEMARKS, TRADENAMES,
SERVICEMARKS, AND LICENSES RELATING TO OR PERTAINING TO THE COLLATERAL
PROPERTIES OR THE HOTEL/CASINO FACILITIES, AND (B) ALL PROPERTIES AND ASSETS
ACQUIRED BY THEM SUBSEQUENT TO THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS
REFERRED TO IN SECTION 4.05 HEREOF.
ALL SUCH PROPERTIES AND ASSETS ARE NOT
SUBJECT TO ANY LIENS, ENCUMBRANCES OR RESTRICTIONS EXCEPT PERMITTED
ENCUMBRANCES.
ALL ROADS, EASEMENTS AND RIGHTS OF WAY NECESSARY FOR THE FULL
UTILIZATION OF THE COLLATERAL PROPERTIES HAVE BEEN COMPLETED AND/OR OBTAINED.
76
SECTION 4.09.
NO UNTRUE STATEMENTS.
TO THE BEST OF BORROWERS'
KNOWLEDGE, ALL STATEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY BORROWERS IN
THIS CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY OTHER AGREEMENT,
DOCUMENT, CERTIFICATE OR INSTRUMENT PREVIOUSLY FURNISHED OR TO BE FURNISHED BY
BORROWERS TO BANKS PURSUANT TO THE PROVISIONS OF THIS CREDIT AGREEMENT, AT THE
TIME THEY WERE MADE AND ON AND AS OF THE RESTATEMENT DATE: (A) ARE AND SHALL BE
TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, (B) DO NOT AND SHALL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, AND (C) DO NOT AND SHALL NOT
OMIT TO STATE A MATERIAL FACT, THE ABSENCE OF WHICH MAKES THE INFORMATION
CONTAINED HEREIN OR THEREIN MATERIALLY MISLEADING OR INCOMPLETE.
BORROWERS
UNDERSTAND THAT ALL SUCH STATEMENTS, REPRESENTATIONS AND WARRANTIES SHALL BE
DEEMED TO HAVE BEEN RELIED UPON BY BANKS AS A MATERIAL INDUCEMENT TO ESTABLISH
THE CREDIT FACILITY.
SECTION 4.10.
BROKERAGE COMMISSIONS.
NO PERSON IS ENTITLED TO RECEIVE
ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR FEE OR PAYMENT IN CONNECTION
WITH THE EXTENSIONS OF CREDIT CONTEMPLATED BY THIS CREDIT AGREEMENT.
NO
BROKERAGE OR OTHER FEE, COMMISSION OR COMPENSATION IS TO BE PAID BY BANKS WITH
RESPECT TO THE EXTENSIONS OF CREDIT CONTEMPLATED HEREBY AND BORROWERS AGREE TO
INDEMNIFY BANKS AGAINST ANY SUCH CLAIMS FOR BROKERAGE FEES OR COMMISSIONS AND TO
PAY ALL EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES
INCURRED BY BANKS IN CONNECTION WITH THE DEFENSE OF ANY ACTION OR PROCEEDING
BROUGHT TO COLLECT ANY SUCH BROKERAGE FEES OR COMMISSIONS.
SECTION 4.11.
NO DEFAULTS.
NO BORROWER HAS RECEIVED ANY NOTICE,
DECLARATION OR SIMILAR CORRESPONDENCE OR COMMUNICATION, ORAL OR WRITTEN,
EVIDENCING, DECLARING OR CLAIMING A VIOLATION OF ANY APPLICABLE LAW AND/OR
REGULATIONS, THE VIOLATION OF WHICH MATERIALLY AND ADVERSELY AFFECTS THE
BUSINESS, FINANCIAL CONDITION OR OPERATIONS OF THE HOTEL/CASINO FACILITIES.
BORROWERS ARE NOT IN VIOLATION OR DEFAULT (NOR IS THERE ANY WAIVER IN EFFECT
WHICH,