Common use of Corporate Matters Clause in Contracts

Corporate Matters. (a) It is a duly incorporated or amalgamated and validly existing corporation, or is a duly established and validly existing partnership, and has the corporate or other similar power and authority to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documents. (c) The entering into and the performance by it of the Loan Documents to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be a party result in any such violation.

Corporate Matters. (a) It is a duly incorporated or amalgamated and validly existing corporation, or is a duly established and validly existing partnership, corporation and has the corporate or other similar power and authority to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documents. (c) The entering into and the performance by it of the Loan Documents to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property.in (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents. . (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or any agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be a party result in any such violation.

Corporate Matters. (a) It is a Each of the Loan Parties and the Borrower’s Subsidiaries are duly incorporated or amalgamated and organized, validly existing corporation, or is a duly established and validly existing partnership, and has the corporate or other similar power and authority to enter into and perform its obligations corporations subsisting under the Loan Documents to which it is or will be a party, laws of their jurisdictions of formation; have the power to own its and hold the property they purport to own and hold and to carry on business as now being conducted and proposed to be conducted. Each Loan Party has the business in which it is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on businesspower to execute, deliver and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documents. (cb) The entering into and the performance by it of the Loan Documents to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents by the Loan Parties have been duly authorized by all necessary corporate action; the Loan Documents are duly executed and validly delivered by the Loan Parties. (c) The execution, delivery and performance of the Loan Documents by the Loan Parties, and consummation by the Loan Parties of the transactions herein and therein contemplated, and compliance by the Loan Parties with the terms, conditions and provisions of the Loan Documents will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) the Organizational Documents of the Loan Parties, (ii) any agreement or instrument to which any Loan Party or any of its Affiliates are now a party or by which they or their Property are bound, or result thereunder in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Borrower, the Guarantors or the Borrower’s Subsidiaries except as may be provided in the Loan Documents, (iii) any judgment or order, writ, injunction, decree or demand of any Governmental Authority, or (iv) any applicable Requirement of Law. (d) No material authorization, consent, approval or action of, or filing with or notice to, any Governmental Authority or any other Person, which has not been obtained, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of the Loan Documents and the performance of the Loan Parties’ obligations thereunder. All material permits, licenses, authorizations, consents and approvals of all Governmental Authorities necessary for the Loan Parties and their Subsidiaries to conduct their businesses have been obtained and are in full force and effect and the Loan Parties and their Subsidiaries have obtained any and all consents from any Person required to effect the terms and conditions of Loan Documents. (e) All financial statements of the Loan Parties and their Subsidiaries delivered to the Bank have been prepared in accordance with GAAP, are true and correct in all material respects and fairly present the financial condition of the Loan Parties and their Subsidiaries as of the respective dates thereof and results of operations for the period then ended, and no Material Adverse Change has occurred in the financial condition reflected therein since the respective dates thereof. (f) The Loan Documents to which it is party are the legal, valid and binding obligations of the Borrower and the Guarantors as applicable, enforceable against the Borrower and the Guarantors, as applicable, in accordance with their respective terms, subject to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or will be a party result in any such violationequity) and the effect of applicable bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting creditors’ rights.

Corporate Matters. (a) It The Borrower (i) is a duly incorporated or amalgamated and organized, validly existing corporationcorporation under the laws of its jurisdiction of formation, or is a duly established and validly existing partnership, and (ii) has the corporate or other similar power and authority to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it as such business is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on businessnow being conducted and proposed to be conducted, and (iii) has any Permits required as of the date hereof power to enter into execute, deliver and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documents. (cb) The entering into and the performance by it of the Loan Documents to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents by the Borrower has been duly authorized by all necessary corporate action and the Loan Documents are duly executed and validly delivered by the Borrower. (c) The execution, delivery and performance of the Loan Documents by the Borrower, and consummation by the Borrower of the transactions herein and therein contemplated, and compliance by the Borrower with the terms, conditions and provisions of the Loan Documents will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) the Organizational Documents of the Borrower, (ii) any agreement or instrument to which it the Borrower is or will be now a party or by which its Property are bound, or result thereunder in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Borrower, (iii) any judgment or order, writ, injunction, decree or demand of any Governmental Authority, or (iv) any applicable Requirement of Law. (d) No material authorization, consent, approval or action of, or filing with or notice to, any Governmental Authority or any other Person, which has not been obtained, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of the Loan Documents and the performance of the Borrower’s obligations thereunder. All material permits, licenses, authorizations, consents and approvals of all Governmental Authorities necessary for the Borrower to conduct its businesses have been obtained and are in full force and effect and the Borrower has obtained any and all consents from any Person required to effect the terms and conditions of Loan Documents. (e) All financial statements of the Borrower delivered to the Lender have been prepared in accordance with GAAP, are true and correct in all material respects and fairly present the financial condition of the Borrower as of the respective dates thereof and results of operations for the period then ended, and no Material Adverse Change has occurred in the financial condition reflected therein since the respective dates thereof. (f) The Loan Documents to which the Borrower is a party are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to limitations imposed by general principles of equity (regardless of whether such violationenforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting creditors’ rights.

Corporate Matters. (a) It is a duly incorporated or amalgamated and validly existing corporation, or is a duly established and validly existing partnership, corporation and has the corporate or other similar power and authority to enter into and perform its obligations under the Loan Credit Documents and the documents relating to the Transaction to which it is or will be a party, to own its property Property and to carry on the business in which it is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof hereof, to enter into and perform its obligations under the Loan Credit Documents and the documents relating to the Transaction to which it is or will be a party, to own its property Property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documentsdo so. (c) The entering into and the performance by it of the Loan Credit Documents and the documents relating to the Transaction to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Requirement of Law, any material Permit or any agreement relating material Contract to RCI Public Debtwhich it is a party, and will not in any material respect result in the creation of any Lien Encumbrance on any of its propertyProperty, other than pursuant to the Security, will not require it to create any Lien Encumbrance on any of its property or Property other than the Security and will not result in the forfeiture of any of its propertyProperty. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property Property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Credit Documents. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Requirement of Law, Permit or agreement relating to RCI Public DebtContract, the violation of which would materially and adversely affect its ability to perform own its obligations under the Loan DocumentsProperty and conduct its business, nor will its execution, delivery and performance of the Loan Credit Documents and the documents relating to the Transaction to which it is or will be a party result in any such violation.

Corporate Matters. (a) It is a duly incorporated incorporated, amalgamated or amalgamated continued and validly existing corporation, or is a duly established and validly existing partnership, corporation under its jurisdiction of incorporation and has the corporate or other similar power and authority to enter into and perform its obligations under the each Loan Documents Document to which it is or will be a party, to own or lease its property Property and to carry on its business as conducted. (b) It is qualified to carry on business in all jurisdictions in which the Property owned or leased by it or the nature of the activities carried on by it makes such qualification necessary, except to the extent that the non-qualification would not and could not reasonably be expected to have a Material Adverse Effect. (c) It has all Permits required to own its Property and to carry on the business in which it is engaged. (b) It is engaged and all such Permits are in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engagedgood standing, except to the extent that the non-compliance absence of Permits or absence lack of good standing of Permits would not and could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Loan DocumentsMaterial Adverse Effect. (cd) The entering into and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate or other action on its part, (ii) do not and will not violate its Constating Documents, Documents or any Applicable Law, (iii) do not and will not result in a breach of or constitute (with the giving of notice, the lapse of time or both) a default under or require a consent under any material Material Permit or any agreement relating Material Contract to RCI Public Debtwhich it is a party or by which it or its Property is bound, and (iv) do not and will not in any material respect result in the creation of any Lien Encumbrance on any of its property, Property and will not require it to create any Lien Encumbrance on any of its property or Property and will not result in the forfeiture of any of its propertyProperty. (de) Its Constating Documents do not restrict the power of its directors directors, trustees or partners, as the case may be, to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property Property to secure the Secured Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents, the Other Secured Agreements and all other Permitted Obligations. (ef) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit Material Contract or agreement relating to RCI Public DebtMaterial Permit, the violation of which would materially and adversely affect its ability or could reasonably be expected to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be have a party result in any such violationMaterial Adverse Effect.

Corporate Matters. (a) It is a duly incorporated incorporated, amalgamated or amalgamated continued and validly existing corporation, or is a duly established and validly existing partnership, corporation and has the corporate or other similar power and authority to enter into and perform its obligations under the any Loan Documents Document to which it is or will be a party, to own or lease its property Property and to carry on its business as presently conducted. (b) It is qualified to carry on business in all jurisdictions in which the Property owned or leased by it or the nature of the activities carried on by it makes such qualification necessary, except to the extent that the non-qualification does not and could not reasonably be expected to have a Material Adverse Effect. (c) It has all Permits required to own its Property and to carry on the business in which it is engaged. (b) It is engaged and all such Permits are in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engagedgood standing, except to the extent that the non-compliance or absence of Permits would or lack of good standing of Permits does not and could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Loan DocumentsMaterial Adverse Effect. (cd) The entering into and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate or other action on its part; (ii) do not, do did not and will not violate its Constating Documents, Documents or any Applicable Law; (iii) do not, any material Permit or any agreement relating to RCI Public Debt, did not and will not result in a breach of or constitute (with the giving of notice, the lapse of time or both) a default under or require a consent (which has not been obtained) under (A) any material respect Material Contract to which it is a party or by which it or its Property is bound or (B) any Material Permit to which it is a party or by which it or its Property is bound; and (iv) do not, did not and will not result in the creation of any Lien Encumbrance on any of its propertyProperty, other than pursuant to the Security and will not require it to create any Lien Encumbrance on any of its property or Property other than pursuant to the Security and do not and did not result in the forfeiture of any of its property. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan DocumentsProperty. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public DebtContract, the violation of which would materially and adversely affect its ability has or could reasonably be expected to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be have a party result in any such violationMaterial Adverse Effect.

Corporate Matters. (a) It If a corporation, it is a duly incorporated incorporated, amalgamated or amalgamated continued and validly existing corporation, or is a duly established and validly existing partnership, corporation under its jurisdiction of incorporation and has the corporate or other similar power and authority to enter into and perform its obligations under the each Loan Documents Document to which it is or will be a party, to own or lease its property Property and to carry on its business as conducted. (b) If a limited partnership, it is a duly formed and validly existing limited partnership and its general partner has the power and authority to enter into and perform the limited partnership’s obligations under any Loan Document to which the limited partnership is or will be a party and the limited partnership has the power to own or lease its Property and to carry on its business as conducted. (c) It is qualified to carry on business in all jurisdictions in which the Property owned or leased by it or the nature of the activities carried on by it makes such qualification necessary, except to the extent that the non-qualification would not and could not reasonably be expected to have a Material Adverse Effect. (d) It has all Permits required to own its Property and to carry on the business in which it is engaged. (b) It is engaged and all such Permits are in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engagedgood standing, except to the extent that the non-compliance absence of Permits or absence lack of good standing of Permits would not and could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Loan DocumentsMaterial Adverse Effect. (ce) The entering into and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate or other action on its part, (ii) do not and will not violate its Constating Documents, Documents or any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, (iii) do not and will not violate or result in a default under any material respect indenture, agreement or other instrument binding upon any Obligor or its Property, or give rise to a right thereunder to require any payment to be made by any Obligor; and (iv) do not and will not result in the creation of any Lien Encumbrance on any of its property, Property and will not require it to create any Lien Encumbrance on any of its property or Property and will not result in the forfeiture of any of its propertyProperty. (df) Its Constating Documents do not restrict the power of its directors directors, trustees or partners, as the case may be, to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property Property to secure the Secured Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan DocumentsDocuments and the Other Secured Agreement. (eg) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability or could reasonably be expected to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be have a party result in any such violationMaterial Adverse Effect.

Corporate Matters. (a) It is a duly incorporated or amalgamated and validly existing corporation, corporation or is a duly established organized and validly existing partnership, as the case may be, and has the corporate or other similar power and authority to enter into and perform its obligations under the Loan any Credit Documents to which it is or will be a party, to own its property Property and to carry on the business in which it is engaged. (b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any all Permits required as of the date hereof hereof, to enter into and perform its obligations under the Loan any Credit Documents to which it is or will be a party, to own its property Property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its the ability of the Restricted Parties, taken as a whole, to perform its obligations under the Loan Documentsdo so. (c) The entering into and the performance by it of the Loan Credit Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate action on its part, (ii) do not and will not violate its Constating Documents, any Applicable Requirement of Law, any material Permit or any agreement relating Contract to RCI Public Debtwhich it is a party, and (iii) will not in any material respect result in the creation of any Lien Encumbrance on any of its property, Property or require it to create any Lien Encumbrance on any of its property or Property other than Permitted Encumbrances and will not result in the forfeiture of any of its propertyProperty. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property Property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan DocumentsCredit Documents and the Permitted Obligations. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Requirement of Law, Permit or agreement relating to RCI Public DebtContract, the violation of which would materially and adversely affect its ability to perform own its obligations under the Loan DocumentsProperty and conduct its business, nor will its execution, delivery and performance of the Loan any Credit Documents to which it is or will be a party result in any such violation. (f) It has good and marketable title to or the right to use or good, valid and subsisting leases or licenses in respect of all of the Property necessary for the operation of its business, free and clear of any Encumbrances, other than Permitted Encumbrances, and no person has any agreement or right to acquire any of its Property out of the ordinary course of business.

Corporate Matters. (a) It If a corporation, it is a duly incorporated incorporated, amalgamated or amalgamated continued and validly existing corporation, or is a duly established and validly existing partnership, corporation and has the corporate or other similar power and authority to enter into and perform its obligations under the any Loan Documents Document, Material Contract and Operating Agreement to which it is or will be a party, to own or lease its property Property and to carry on its business as conducted. (b) If a trust, it is a duly established and validly existing trust and its trustees have the power and authority to enter into and perform the trust’s obligations under any Loan Document, Material Contract or Operating Agreement to which the trust is or will be a party, to own or lease the trust’s Property and to carry on the business of the trust as conducted. (c) If a limited partnership, it is a duly formed and validly existing limited partnership and its general partner has the power and authority to enter into and perform the limited partnership’s obligations under any Loan Document, Material Contract or Operating Agreement to which the limited partnership is or will be a party and the limited partnership has the power to own or lease its Property and to carry on its business as conducted. (d) CanWest GP has the corporate power and authority to enter into and perform the obligations of the Borrower under any Loan Document, Material Contract or Operating Agreement to which the Borrower is or will be a party. (e) It is qualified to carry on business in all jurisdictions in which the Property owned or leased by it or the nature of the activities carried on by it makes such qualification necessary, except to the extent that the non-qualification or the absence of Permits would not and could not reasonably be expected to have a Material Adverse Effect. (f) It has all Permits required to own its Property and to carry on the business in which it is engaged. (b) It is engaged and all such Permits are in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engagedgood standing, except to the extent that the non-compliance absence of Permits or absence lack of good standing of Permits would not and could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Loan DocumentsMaterial Adverse Effect. (cg) It has obtained all material Permits and other third party consents necessary for it to complete the Implementation Transactions. (h) The entering into and the performance by it of the Loan Documents and Material Contracts to which it is or will be a party and the consummation of the Implementation Transactions (i) have been duly authorized by all necessary corporate or other action on its part, (ii) do not and will not violate its Constating Documents, Documents or any Applicable Law, (iii) do not and will not result in a breach of or constitute (with the giving of notice, the lapse of time or both) a default under or require a consent under any material Material Permit or any agreement relating Material Contract to RCI Public Debtwhich it is a party or by which it or its Property is bound, and (iv) do not and will not in any material respect result in the creation of any Lien Encumbrance on any of its propertyProperty, other than pursuant to the Security and will not require it to create any Lien Encumbrance on any of its property or Property other than the Security and will not result in the forfeiture of any of its propertyProperty. (di) Its Constating Documents do not restrict the power of its directors directors, trustees or partners, as the case may be, to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property Property to secure the Secured Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents, the Other Secured Agreements, all other Permitted Obligations and Material Contracts. (ej) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public DebtContract, the violation of which would materially and adversely affect its ability or could reasonably be expected to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be have a party result in any such violationMaterial Adverse Effect.

Corporate Matters. (ai) It The Seller is a Corporation duly incorporated or amalgamated and organized, validly existing corporation, or is a duly established and validly existing partnership, and has the corporate or other similar power and authority to enter into and perform its obligations in good standing under the Loan Documents laws of the State of Georgia. (ii) The execution, delivery and performance of this Agreement and the Other Agreements to which it is a party by the Seller have been duly authorized by all requisite company action (including approval by the Shareholder). Except for the Consent of the Manufacturer to the appointment of the Purchaser as an authorized dealer in the Manufacturer’s products, and the approval of the Landlord to the Assignment of the Premises Lease, no approval or will be a partyconsent of any other person is required in connection with the execution, delivery, and performance by the Seller and the Shareholder of this Agreement and the Other Agreements to own its property and to carry on the business in which it is engagedthey are parties. (biii) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on businessThis Agreement has been, and has any Permits required as at the Closing the Other Agreements to which the Seller and/or the Shareholder are parties will be duly executed and, assuming due authorization, execution and delivery by the Purchaser, this Agreement constitutes and the Other Agreements to which the Seller and/or the Shareholder are parties will constitute the legal, valid and binding obligations of each of the date hereof to enter into Seller and perform its obligations under the Loan Documents to which it is or will be a partyShareholder, to own its property and to carry on the business enforceable in which it is engagedaccordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the non-compliance or absence discretion of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documentscourts in granting equitable remedies. (civ) The entering into execution and delivery by the Seller and the performance Shareholder of this Agreement and the Other Agreements to which the Seller and/or the Shareholder are parties, and the consummation by it the Seller and the Shareholder of the Loan Documents transactions contemplated hereby and thereby, will not constitute (with or without the giving of notice or the lapse of time or both) a violation of, contravene, be in conflict with, result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both), or constitute a default under (A) any term or provision of the articles of incorporation or by-laws of the Seller or the Shareholder, (B) any Contract to which it is the Seller or will be a party have been duly authorized the Shareholder are subject or by all necessary corporate action on its partwhich they are bound, do not and will not violate its Constating Documents, or (C) subject to compliance with any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property. (d) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents. (e) It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be a party result in any such violation.