TO NO LIENS OTHER THAN PERMITTED
COLLATERAL LIENS.
(B)
EACH SHIP MORTGAGE, ONCE EXECUTED AND DELIVERED, WILL BE EFFECTIVE
TO CREATE, AND WILL CREATE UPON FILING AND/OR RECORDING OF SUCH SHIP MORTGAGE
WITH THE APPROPRIATE GOVERNMENTAL AUTHORITIES (INCLUDING PAYMENT OF APPLICABLE
FILING AND RECORDING TAXES), IN FAVOR OF COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES A LEGAL, VALID AND ENFORCEABLE PREFERRED MORTGAGE OVER THE WHOLE
OF THE APPLICABLE MORTGAGED VESSEL AS COLLATERAL SECURITY FOR THE PAYMENT AND
PERFORMANCE OF THE LOANS AND THE OTHER OBLIGATIONS, AND EACH SHIP MORTGAGE, UPON
FILING AND RECORDING IN THE NATIONAL VESSEL DOCUMENTATION CENTER OF THE UNITED
STATES COAST GUARD, CREATES IN FAVOR OF COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES A PREFERRED MORTGAGE UPON THE APPLICABLE MORTGAGED VESSEL UNDER
CHAPTER 313 OF TITLE 46 OF THE UNITED STATES CODE, FREE AND CLEAR OF ALL LIENS
OTHER THAN PERMITTED LIENS AND SUBJECT TO NO LIENS OTHER THAN PERMITTED
COLLATERAL LIENS.
SECTION 8.15.
LICENSES AND PERMITS.
EXCEPT AS SET FORTH ON SCHEDULE 8.15,
BORROWER AND EACH OF ITS RESTRICTED SUBSIDIARIES HOLD ALL MATERIAL GOVERNMENTAL
PERMITS, LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS NECESSARY FOR BORROWER
AND ITS RESTRICTED
102
SUBSIDIARIES TO OWN, LEASE, AND OPERATE THEIR RESPECTIVE PROPERTIES AND TO
OPERATE THEIR RESPECTIVE BUSINESSES AS NOW BEING CONDUCTED (COLLECTIVELY, THE
"PERMITS"), EXCEPT FOR PERMITS THE FAILURE OF WHICH TO OBTAIN WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
NONE OF THE PERMITS HAS BEEN MODIFIED IN ANY WAY SINCE
THE CLOSING DATE THAT WOULD HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SET FORTH
ON SCHEDULE 8.15, ALL PERMITS ARE IN FULL FORCE AND EFFECT EXCEPT WHERE THE
FAILURE TO BE IN FULL FORCE AND EFFECT WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 8.15, NEITHER BORROWER NOR ANY OF ITS
RESTRICTED SUBSIDIARIES HAS RECEIVED WRITTEN NOTICE THAT ANY GAMING AUTHORITY
HAS COMMENCED PROCEEDINGS TO SUSPEND, REVOKE OR NOT RENEW ANY SUCH PERMITS WHERE
SUCH SUSPENSIONS, REVOCATIONS OR FAILURE TO RENEW WOULD HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 8.16.
TRUE AND COMPLETE DISCLOSURE.
THE INFORMATION, REPORTS,
FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN WRITING BY OR ON
BEHALF OF ANY CREDIT PARTY TO ANY CREDITOR IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS OR INCLUDED OR DELIVERED PURSUANT THERETO, BUT IN
EACH CASE EXCLUDING ALL PROJECTIONS, WHETHER PRIOR TO OR AFTER THE DATE OF THIS
AGREEMENT, WHEN TAKEN AS A WHOLE, DO NOT, CONTAIN ANY UNTRUE STATEMENT OF
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MATERIALLY MISLEADING.
THE PROJECTIONS AND PRO FORMA FINANCIAL
INFORMATION FURNISHED AT ANY TIME BY ANY CREDIT PARTY TO ANY CREDITOR PURSUANT
TO THIS AGREEMENT HAVE BEEN PREPARED IN GOOD FAITH BASED ON ASSUMPTIONS BELIEVED
BY BORROWER TO BE REASONABLE AT THE TIME MADE, IT BEING RECOGNIZED BY THE
LENDERS THAT SUCH FINANCIAL INFORMATION AS IT RELATES TO FUTURE EVENTS IS