Victorian Consolidated Legislation

Casino (Management Agreement) Act 1993 - SCHEDULE FOUR

WARRANTIES OF THE COMPANY 1. The Company has been duly incorporated and is
validly existing under the laws of its jurisdiction of incorporation, with
full power and authority to enter into this document and perform its
obligations under this document. 2. This document has been duly authorised,
executed and delivered by the Company and constitutes (except to the extent
limited by equitable principles, laws relating to penalties and laws affecting
creditors' rights generally) a legal, valid and binding obligation of the
Company enforceable against it in accordance with its terms, and no other
proceedings on the part of the Company are necessary to authorise this
document and the completion of the transactions contemplated under this
document. 3. The execution and delivery by the Company of this document and
the performance by the Company of its obligations under the document in
accordance with its terms do not-

   (a)  conflict with the constitution or bylaws of the Company;

   (b)  constitute a violation of or default under any agreements or
        arrangements to which the Company is a party;

   (c)  except as provided in this document, cause the creation of any
        Encumbrance upon any of the property of the Company; or

   (d)  contravene any law. 4. A Receiver has not been appointed to the whole
        or any part of the assets or undertaking of the Company and no such
        appointment has been threatened or is envisaged by the Company. 5. The
        Company is not in liquidation or administration and no order,
        petition, application, proceedings, meeting or resolution has been
        made, presented, brought, called or passed for the purposes of
        liquidating the Company or placing the Company under or in
        administration. 6. The Company is not insolvent within the meaning of
        section 95A of the Corporations Law or otherwise and there is no
        unfulfilled or unsatisfied judgment or court order outstanding against
        the Company. __________________