Common use of Authority; Compliance With Other Agreements and Instruments and Government Regulations Clause in Contracts

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrower, any Owner Trustee, and the any Subsidiary Guarantors of the Loan Documents to which it each is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) 5.3.1 Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Partyparty; (b) 5.3.2 Violate or conflict with any provision of such Party's party’s operating agreement, charter, articles of incorporation or bylaws, as applicable; (c) 5.3.3 Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired or leased by such Partyparty; (d) 5.3.4 Violate any Requirement of Applicable Law applicable to such Party;party; or (e) 5.3.5 Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property property is bound or affected; and such Party party is not in violation of, or default under, any Requirement of Applicable Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e)agreement, in any respect that constitutes a Material Adverse Effectrespect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrowers and the Subsidiary Guarantors each of their respective Subsidiaries of the Loan Documents to which it is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Partyparty; (b) Violate or conflict with any provision of such Party's party’s charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Partyparty; (d) Violate any Requirement of Law Laws applicable to such Party;party; and (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.;

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrower, any Owner Trustee, and the any Subsidiary Guarantors of the Loan Documents to which it each is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) 5.3.1 Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Partyparty; (b) 5.3.2 Violate or conflict with any provision of such Partyparty's operating agreement, charter, articles of incorporation or bylaws, as applicable; (c) 5.3.3 Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired or leased by such Partyparty; (d) 5.3.4 Violate any Requirement of Applicable Law applicable to such Party;party; or (e) 5.3.5 Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property property is bound or affected; and such Party party is not in violation of, or default under, any Requirement of Applicable Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e)agreement, in any respect that constitutes a Material Adverse Effectrespect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Station, the Members, Borrower and the each Subsidiary Guarantors of Borrower hereafter formed of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate violate or conflict with any provision of such Party's charter, articles of incorporation or other organizational documents, including without limitation any operating agreements or bylaws, as applicable; (c) Result result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (other than Liens and Rights of Others created by the Loan Documents); (d) Violate violate any Requirement of Law applicable to such Party;, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party none of Station, the Members, Borrower or any Subsidiary of Borrower is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or including any material indenture, loan or credit agreement Contractual Obligation described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors each of Borrowers of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, as applicable, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such PartyBorrowers; (b) Violate or conflict with any provision of such Party's Borrowers' charter, articles of incorporation incorporation, bylaws or bylawsother organizational agreements, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyBorrowers; (d) Violate any material Requirement of Law applicable to such PartyBorrowers; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is Borrowers are a party or by which such Party Borrowers or any of its their Property is bound or affected; and such Party none of Borrowers is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and the Subsidiary Guarantors of the Loan Documents to which it each is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or including without limitation the provisions of any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each of Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Station, the Members, Borrower and the each Subsidiary Guarantors of Borrower hereafter formed of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate violate or conflict with any provision of such Party's charter, ’s articles of incorporation or other organizational documents, including without limitation any operating agreements or bylaws, as applicable; (c) Result result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (other than Liens and Rights of Others created by the Loan Documents); (d) Violate violate any Requirement of Law applicable to such Party;, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party none of Station, the Members, Borrower or any Subsidiary of Borrower is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or including any material indenture, loan or credit agreement Contractual Obligation described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors each Credit Party of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's ’s charter, articles or certificate of incorporation incorporation, bylaws, articles or bylawscertificate of organization, operating agreement, or other organizational documents, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with 58 respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors each Party of the Loan Documents to which it is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles certificate of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a breach of or default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or 34 40 any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and no such Party is not in violation of, to or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower, each Co-Borrower and the Subsidiary Guarantors each Guarantor of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Party;party; W02-WEST:LAR\4000119853.8 (b) Violate or conflict with any provision of such Partyparty's charter, articles of incorporation incorporation, operating agreement or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired of Borrower and its Restricted Subsidiaries, other than Liens permitted by such Party;Section 6.4; or (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, subject to obtaining the authorizations from, or cause or permit filings with, the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affectedGovernmental Agencies described in the Disclosure Schedule; and such Party neither Borrower, the Co-Borrowers nor any Guarantor is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e)agreement, in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrowers and the Subsidiary Guarantors Guarantor, as applicable, of the Loan Documents to which it is a Party and the execution of the Loan Documents have been duly authorized by all necessary corporate action, action and do not and will not: (a) Require a. require any consent or approval not heretofore obtained of any partnermember, director, stockholder, security holder or creditor of such Party; (b) Violate b. violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition c. violate any requirement of Law, including any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law Gaming Law, applicable to such Party; (e) Result d. constitute a "transfer of an interest" or an "obligation incurred" that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitute a "fraudulent conveyance," "fraudulent obligation" or "fraudulent 49 transfer" within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; or e. result in a breach of, or would, with the giving of notice or the lapse of time or both, constitute a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is assets are bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such PartyBorrower; (b) Violate or conflict with any provision of such PartyBorrower's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyBorrower or any of its Restricted Subsidiaries; (d) Violate any Requirement of Law applicable to such Party;Borrower or its Significant Subsidiaries; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party Borrower is a party or by which such Party or any of its Borrower's Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower each of the Company and the Subsidiary Guarantors its Restricted Subsidiaries of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, consenting documents, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in Constitute a breach "transfer of an interest" or an "obligation incurred" that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitute a default under, "fraudulent conveyance," "fraudulent obligation" or cause "fraudulent transfer" within the meanings of the Uniform Fraudulent Conveyance Act or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement Uniform Fraudulent Transfer Act or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation ofsimilar law, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), as enacted in any respect that constitutes a Material Adverse Effect.jurisdiction; or

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the each Guarantor Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate and/or partnership action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party;, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; -49- (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party none of Borrower or any Guarantor Subsidiary is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower the Company and the Subsidiary Guarantors of the Loan Documents Operative Agreements to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (ai) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (bii) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (ciii) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan DocumentsOperative Agreements) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (div) Violate any Requirement of Law applicable to such Party; (ev) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e9(b)(v), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors each other Obligor of the Loan Documents to which it is they are a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such PartyObligor; (b) Violate or conflict with any provision of such Party's charter, Obligor’s articles of incorporation or bylaws, as applicable; (c) Result Except to the extent contemplated by the Loan Documents, result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyObligor; (d) Violate any Requirement of Law applicable to such PartyObligor; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party Obligor is a party or by which such Party Obligor or any of its Property is bound or affected; and such Party neither Borrower nor any other Obligor is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors Lessee of the Loan Documents Operative Agreements to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (ai) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Partythe Lessee; (bii) Violate or conflict with any provision of such Partythe Lessee's charter, articles of incorporation or bylaws, as applicable; (ciii) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan DocumentsOperative Agreements) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Partythe Lessee; (div) Violate any Requirement of Law applicable to such Partythe Lessee; (ev) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party the Lessee is a party or by which such Party the Lessee or any of its Property is bound or affected; and such Party the Lessee is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e7.3(b)(v), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Station, the Members, Borrower and the each Subsidiary Guarantors of Borrower hereafter formed of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate violate or conflict with any provision of such Party's charter, articles of incorporation incorporation, organization or other organizational documents, including without limitation any operating agreements or bylaws, as applicable; (c) Result result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (other than Liens and Rights of Others created by the Loan Documents); (d) Violate violate any Requirement of Law applicable to such Party;, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party none of Station, the Members, Borrower or any Subsidiary of Borrower is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or including any material indenture, loan or credit agreement Contractual Obligation described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrower, the Separate Property Owner, and the Subsidiary Guarantors Pledgor of the each Loan Documents to which it such Borrower, the Separate Property Owner or Pledgor is a Party party have been duly authorized by all necessary corporate action, and do does not and will not: (a) Require require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such PartyPerson; (b) Violate violate or conflict with any provision of such Party's charterBorrower’s, articles of incorporation the Separate Property Owner’s, or bylaws, as applicablePledgor’s formation documents; (c) Result result in or require the creation or imposition of any Lien or rights of others (other than pursuant to as provided under the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Partythe Collateral; (d) Violate violate any Requirement provision of Law applicable any Law, order, writ, judgment, injunction, decree, determination or award presently in effect, having applicability to any Borrower Party and by which such Party;Borrower Party is bound; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan adversely affect the rights of Borrower or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its the Separate Property is bound or affected; and such Party is not in violation of, or default Owner under, any Requirement of Law contract to which Borrower, the Separate Property Owner or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes Pledgor is a Material Adverse Effectparty.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and the Subsidiary Guarantors of the each Loan Documents Document to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party, except as heretofore obtained; (b) Violate or conflict with any provision of that such Party's charter, articles or certificate of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien or right of others (other than pursuant to the Loan Collateral Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such that Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affectedbound; and such no Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e4.3(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrowers and the Subsidiary Guarantors each of their respective Subsidiaries of the Loan Documents to which it is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Partyparty; (b) Violate or conflict with any provision of such Partyparty's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Partyparty; (d) Violate any Requirement of Law Laws applicable to such Party;party; and (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.;

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrower, any Owner Trustee, any Leasing Subsidiary, and the any Subsidiary Guarantors of the Loan Documents to which it each is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) 5.3.1 Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Partyparty; (b) 5.3.2 Violate or conflict with any provision of such Party's party’s operating agreement, charter, articles of incorporation or bylaws, as applicable; (c) 5.3.3 Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired or leased by such Partyparty; (d) 5.3.4 Violate any Requirement of Law applicable to such Party;Applicable Law; or (e) 5.3.5 Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property property is bound or affected; and such Party party is not in violation of, or default under, any Requirement of Applicable Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e)agreement, in any respect that constitutes a Material Adverse Effectrespect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and the Subsidiary Guarantors Company of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's operating agreement, charter, articles of incorporation incorporation, operating agreement or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party neither Borrower nor the Company is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and the Subsidiary Sibling Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by the Completion Guarantors, Holding, the Members, Borrower and the each Subsidiary Guarantors of Borrower hereafter formed of the Loan Documents to which it is a Party Party, the consummation of the other transactions contemplated to occur on the Closing Date have been duly authorized by all necessary limited liability company or other corporate action, and do not and will not: (a) Require require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate violate or conflict with any provision of such Party's charter, articles of incorporation incorporation, organization or other organizational documents, including, without limitation, any operating agreements or bylaws, as applicable; (c) Result in the case of Holding, Borrower and its Restricted Subsidiaries result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (other than Permitted Liens and Liens created by the Loan Documents); (d) Violate violate any Requirement of Law applicable to such Party;, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.;

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and the Subsidiary Guarantors of the Loan Documents to which it each is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or including without limitation the provisions of any material indenture, loan or credit agreement described in Section 4.2(e5.2(e), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower Borrower, Owner Trustee, and the any Subsidiary Guarantors of the Loan Documents to which it each is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (a) 5.3.1 Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such Partyparty; (b) 5.3.2 Violate or conflict with any provision of such Partyparty's operating agreement, charter, articles of incorporation or bylaws, as applicable; (c) 5.3.3 Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired or leased by such Partyparty; (d) 5.3.4 Violate any Requirement of Applicable Law applicable to such Party;party; or (e) 5.3.5 Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property property is bound or affected; and such Party party is not in violation of, or default under, any Requirement of Applicable Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e)agreement, in any respect that constitutes a Material Adverse Effectrespect.