Common use of Existence and Qualification; Power; Compliance With Laws Clause in Contracts

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent and each of the Borrowers are duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each of the Borrowers have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are in compliance with all Laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent is a corporation duly formed, validly existing and in good standing under the Laws of Maryland. Borrower is a limited partnership, duly formed, validly existing and in good standing under the Laws of Maryland, and each of the Borrowers are Guarantor is a corporation, limited partnership, limited liability company or trust duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent and each Each of the Borrowers are Loan Parties is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each Each of the Borrowers have Loan Parties has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paidpaid and nonassessable, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and To Borrower’s knowledge, each of the Borrowers are Loan Parties is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect. Parent is a “real estate investment trust” within the meaning of §856 of the Code, has elected to be treated as a real estate investment trust and is subject to federal income taxation as a real estate investment trust pursuant to §§856-860 of the Code.

Existence and Qualification; Power; Compliance With Laws. Parent Each Borrower and each of the Borrowers are its respective Subsidiaries is a corporation duly formed, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation. Parent Each Borrower and each of the Borrowers are its respective Subsidiaries is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each Borrower and each of the Borrowers have its respective Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. All outstanding shares of capital stock of Parent each Borrower and each of the Borrowers its respective Subsidiaries are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Each Borrower and each of the Borrowers are its respective Subsidiaries is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Delaware. Each of the Borrowers are Guarantors is a corporation or limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Each of Palace, Boulder, Texas, St. Xxxxxxx, Kansas City and Sunset is a corporation duly formed, validly existing and in good standing under the Laws of Nevada (in the case of Palace, Boulder, Texas and Sunset) and Missouri (in the case of St. Xxxxxxx and Kansas City). Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada and each of the Borrowers are Sibling Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formationincorporation. Parent Each of Borrowers and each of the Borrowers are Guarantors is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each of Borrowers and each of the Borrowers have Guarantors has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of each of Borrowers is located in Nevada. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Each of Borrowers and each of the Borrowers are Guarantors is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Each Borrower is duly formedformed or organized, validly existing and in good standing under the Laws of its jurisdiction of formationformation or organization. Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada. Each Sibling Guarantor is duly formed or organized, validly existing and in good standing under the Laws of its state of formation or organization. Parent, each Borrower and each of the Borrowers are Sibling Guarantor is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each of Parent, each Borrower and each of the Borrowers have Sibling Guarantor has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Each of Parent, each Borrower and each of the Borrowers Sibling Guarantor are in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure to do so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a limited liability company duly formed, validly existing and each in good standing under the Laws of Nevada. Holdings is a limited liability company duly formed, validly existing and in good standing under the Borrowers are Laws of Delaware. Each Restricted Subsidiary is a Person duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Each of Borrower, Holdings and each of the Borrowers are Restricted Subsidiary is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each of Borrower, Holdings and each of the Borrowers have Restricted Subsidiary has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive office of Borrower is located in Nevada. All outstanding shares of capital stock of Parent and each of the Borrowers member’s interests in Borrower are duly authorized, validly issued, and fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Each of Borrower, Holdings and each of the Borrowers are Restricted Subsidiary is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as currently conducted, except where the failure so to comply, obtain authorizations, consents, approvals, orders, licenses and permits, or to file, register, qualify or obtain exemptions exemptions, does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a limited liability company duly formed, validly existing and each in good standing under the Laws of the Borrowers are Nevada. Each Subsidiary of Borrower hereafter formed by Borrower is a Person duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each such Subsidiary of the Borrowers are Borrower is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each such Subsidiary of the Borrowers have Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive office of Borrower is located in Nevada. All outstanding shares of capital stock of Parent and each of the Borrowers membership interests in Borrower are duly authorized, validly issued, and fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Borrower and each such Subsidiary of the Borrowers are Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly incorporated, validly existing and each in good standing under the Laws of the Borrowers are Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formationDelaware. Parent Borrower and each of the Borrowers Co-Borrower are each duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Co-Borrower have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent All the Equity Interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each of the Borrowers Co-Borrower are in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower and each of the Borrowers are its Significant Subsidiaries is duly organized or formed, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation or organization except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect. Parent Borrower and each of the Borrowers are its Significant Subsidiaries is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers have its Significant Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to (a) conduct their respective business, its business and to own and lease their respective Properties its Properties, except where the failure to do so would not result in a Material Adverse Effect and (b) to execute and deliver each Loan Document to which it is a Party party and to perform its ObligationsObligations hereunder and thereunder in all material respects. All outstanding shares of capital stock of Parent Borrower and each of the Borrowers are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are its Significant Subsidiaries is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly incorporated, validly existing and each in good standing under the Laws of the Borrowers are Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formationDelaware. Parent Borrower and each of the Borrowers Co-Borrower are each duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Co-Borrower have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent All the equity interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each of the Borrowers Co-Borrower are in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Delaware. Each of the Borrowers are Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the ------ failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, ------ file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a corporation duly formed, validly existing and in good standing under the Laws of Delaware (or, in the event any assignment of the type described in the second sentence of Section 11.8(a) is made, is a limited liability company duly formed, validly existing and in good standing under the Laws of the jurisdiction of its jurisdiction formation). As of the Effective Date, Sportsystems has the ownership interests in Borrower described in Schedule 4.1, is duly formed and in good standing under the laws of its jurisdictions of formation. Parent As of the Effective Date, Sportsystems is the wholly-owned Subsidiary of Delaware North Companies, Inc. Borrower and each of the Borrowers are other Obligor is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would may not constitute reasonably be expected to have a Material Adverse Effect. Parent Borrower and each of the Borrowers have other Obligor has all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. All outstanding shares of the capital stock of Parent Borrower and each of the Borrowers other Obligor are duly authorized, authorized and validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Borrower and each of the Borrowers are Subsidiary is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions does may not constitute reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent The Borrower is a corporation duly incorporated, validly existing and each in good standing under the Laws of Nevada. Each of the Borrowers are Subsidiaries of the Borrower is duly formed, validly existing and in good standing under the Laws of its state or jurisdiction of formation. Parent The Borrower and each of the Borrowers its Subsidiaries are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent The Borrower and each of the Borrowers its Subsidiaries have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are The Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Delaware. Each of the Borrowers are Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the ------ failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, ------ file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect. The Banks acknowledge that Atlantic City is not required to hold any licenses under applicable Gaming Laws until the Completion Date for Atlantic City.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Nevada. Each of the Borrowers are Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is --------------------------------------------------------- a corporation duly organized and each of the Borrowers are duly formed, validly existing and in good standing under the Laws of its jurisdiction the State of formationGeorgia. Parent and each of the Borrowers are Borrower is duly qualified or registered to transact business as a foreign corporation, and is in good standing standing, in the States of New York and Texas and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties Property makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent The chief execu- tive office and each principal place of business of Borrower is located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Borrower has the Borrowers have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, its business as now being conducted and to own and lease their respective Properties its Property, and to execute and deliver each Loan Document to which it is a Party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance in all respects with all Laws and other legal requirements applicable to their respective businessBorrower or to its business except where failure to comply would not constitute a Material Adverse Effect, have has obtained all authorizations, consents, approvals, orders, licenses and permits (including, without limitation, Environmental Permits) from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, its business except where the failure so to complyobtain such authorizations, fileconsents, registerapprovals, qualify orders, licenses and permits or obtain exemptions does to accomplish such filings, registrations and qualifications would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction Delaware. The Company is a corporation duly formed, validly existing and in good standing under the Laws of formationDelaware. Parent Borrower and each of the Borrowers Company are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except where the failure so to qualify ------ or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Company have all requisite company, corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paidpaid and non- assessable, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain ------ exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower -------------------------------------------------------- is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent and each laws of the Borrowers are state of Delaware. Borrower is duly qualified or registered to transact business and business, is in good standing in its jurisdiction of incorporation and each other jurisdiction jurisdiction, in which the conduct of its business or the ownership or leasing of its Properties properties makes such qualification or registration necessary, except ------ where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent The chief executive office and each principal place of business of Borrower are located at the Borrowers have addresses for notices set forth for Borrower in the signature pages to this Agreement. Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, and to own and lease their respective Properties its properties (except to the extent the same would not have a Material Adverse Effect) and to execute and deliver each Loan Document to which it is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities and other Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction Delaware. The Company is a corporation duly formed, validly existing and in good standing under the Laws of formationDelaware. Parent Borrower and each of the Borrowers Company are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their Properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers Company have all requisite company, corporate or partnership other organizational power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their businessits business as at present conducted, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each of Borrower and each of the Borrowers are Landec is a corporation duly formed, validly existing and in good standing under the Laws laws of the state of its jurisdiction incorporation, as described in the preamble to this Agreement. Each of formation. Parent Borrower and each of the Borrowers are Landec is duly qualified or registered to transact business and business, is in good standing in its jurisdiction of incorporation and each other jurisdiction jurisdiction, in which the conduct of its business or the ownership or leasing of its Properties properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent The chief executive offices and each principal place of business of Borrower are located at the Borrowers have addresses for notices set forth for Borrower in the signature pages to this Agreement. Each of Borrower and Landec has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective Properties its properties and to execute and deliver each Loan Document to which it is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities and other Laws, and are owned of record by Landec. Parent and each Except as described in Schedule 4.1, as of the Borrowers are Closing Date, no Person holds any option, warrant or other right to acquire any shares of capital stock of Borrower. Each of Borrower and Landec is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a corporation duly formed, validly existing and in good standing under the Laws laws of its jurisdiction Delaware. The chief executive offices of formationBorrower are in Carson, California. Parent Borrower and each of the Borrowers its Subsidiaries are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its Properties their properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole. Parent Borrower and each of the Borrowers its Subsidiaries have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties properties and to execute execute, deliver and deliver each perform all of their Obligations under any of the Loan Document to which it is a Party and to perform its ObligationsDocuments. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities Lawsand other laws. Parent Borrower and each of its Subsidiaries (subject to the Borrowers matters referred to in Schedule 4.17) are in compliance with all Laws laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a limited liability company duly formed, validly existing and each in good standing under the Laws of the Borrowers are Nevada. Each Subsidiary of Borrower hereafter formed by Borrower is a Person duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each such Subsidiary of the Borrowers are Borrower is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each such Subsidiary of the Borrowers have Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive office of Borrower is located in Nevada. All outstanding shares of capital stock of Parent and each of the Borrowers members' interests in Borrower are duly authorized, validly issued, and fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Borrower and each such Subsidiary of the Borrowers are Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower and each of the Borrowers are its Subsidiaries is a corporation duly formed, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation. Parent Borrower and each of the Borrowers are its Subsidiaries is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers have its Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party party and to perform its ObligationsObligations hereunder and thereunder. All outstanding shares of capital stock of Parent Borrower and each of the Borrowers its Subsidiaries are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Borrower and each of the Borrowers are its Subsidiaries is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each Borrower is a corporation duly formed and each of the Borrowers are duly formed, validly existing and under the Laws of its jurisdiction of incorporation. Each Borrower incorporated under the Laws of a jurisdiction within the United States is in good standing under the Laws of its such jurisdiction of formationincorporation. Parent Schedule 5.1 hereto correctly sets forth the names, form of legal entity, number of shares of capital stock (or other applicable unit of equity interest) issued and each outstanding, and the record owner thereof and jurisdictions of the Borrowers are organization of all Borrowers. Each Borrower is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each of the Borrowers have Each Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Each Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are The Company is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction of formationDelaware. Parent and each of the Borrowers are The Company is duly qualified or registered to transact business business, and is in good standing in Delaware and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each of the Borrowers have The Company has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform the Obligations to be performed by it thereunder. The Company and its ObligationsGuarantor Subsidiaries have each duly executed and delivered each Loan Document to which each is a party. All outstanding shares of capital stock of Parent and each of the Borrowers Company are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or state, provincial and federal securities and other Laws. Parent and each As of the Borrowers Closing Date, there are 5,000,000 shares of common stock of the Company authorized and (as of July 10, 1998) 2,128,893 shares of common stock of the Company issued and outstanding and not less than eighty percent (80%) of the issued and outstanding shares of the capital stock of the Company are then owned collectively by the Sponsors and the management of the Company and its Subsidiaries. No Person holds any option, warrant or other right to acquire any shares of capital stock of the Company except as disclosed in the Bank Credit Agreement Schedules. The Company is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filingsFilings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where - 38 - the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower and each of the Borrowers are its Subsidiaries is duly organized or formed, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation or organization. Parent Borrower and each of the Borrowers are its Subsidiaries is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Borrower and each of the Borrowers have its Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party party and to perform its ObligationsObligations hereunder and thereunder. All outstanding shares of capital stock of Parent Borrower and each of the Borrowers its Subsidiaries are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Borrower and each of the Borrowers are its Subsidiaries is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each -------------------------------------------------------- of such Borrower and each of the Borrowers are its Subsidiaries is a corporation duly formed, validly existing and in good standing under the Laws of its the jurisdiction of formationits incorporation. Parent Each of such Borrower and each of the Borrowers are its Subsidiaries is duly qualified or registered to transact business business, and is in good standing standing, in each other any jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify ------ or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each of such Borrower and each of the Borrowers have its Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, its business and to own and lease their respective Properties its Properties. Each Borrower has all requisite corporate power and authority to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, nonassessable and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are issued in compliance with all Laws applicable state and federal securities and other legal requirements applicable to their respective business, have Laws. Each of such Borrower and its Subsidiaries has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify ------ or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Each Borrower is duly formed, validly existing and in good standing under the Laws of Nevada. Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada and each of the Borrowers are Sibling Guarantors is duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent and each Each of the Borrowers are and the Guarantors is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent Each of Borrowers and each of the Borrowers have Guarantors has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of each of Borrowers is located in Nevada. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each Each of the Borrowers are and the Guarantors is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each Each of the Borrowers are is a corporation or other legal entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of formationincorporation or organization. Parent and each Each of the Borrowers are is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each Each of the Borrowers have has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of BVI are located in the British Virgin Islands. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are in compliance with all Laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a corporation duly formed, validly existing and in good standing under the Laws laws of the state of its jurisdiction of formationincorporation, as described in the preamble to this Agreement. Parent and each of the Borrowers are Borrower is duly qualified or registered to transact business and business, is in good standing in its jurisdiction of incorporation and each other jurisdiction jurisdiction, in which the conduct of its business or the ownership or leasing of its Properties properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute reasonably be expected to have a Material Adverse Effect. Parent The chief executive offices and each principal place of business of Borrower are located at the Borrowers have addresses for notices set forth for Borrower in the signature pages to this Agreement. Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective Properties its properties and to execute and deliver each Loan Document to which it is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities and other Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency governmental agency that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Each Borrower is a corporation duly formed, validly existing and in good standing under the Laws laws of the state of its jurisdiction of formationincorporation, as described in the preamble to this Agreement. Parent and each Each of the Borrowers are is duly qualified or registered to transact business and business, is in good standing in its jurisdiction of incorporation and each other jurisdiction jurisdiction, in which the conduct of its business or the ownership or leasing of its Properties properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent The chief executive offices and principal place of business of each Borrower are located at the addresses for notices set forth for that Borrower in the signature pages to this Agreement. Each of the Borrowers have has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective Properties its properties and to execute and deliver each Loan Document to which it is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities and other Laws. Parent and each Except as set forth on Schedule 4.2, no Person holds any material option, warrant or other right to acquire any shares of the Borrowers are capital stock of any Borrower. Each Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each Borrower is a corporation duly formed and each of the Borrowers are duly formed, validly existing and under the Laws of its jurisdiction of incorporation. Each Borrower incorporated under the Laws of a jurisdiction within the United States is in good standing under the Laws of its such jurisdiction of formationincorporation. Parent Schedule 4.1 hereto correctly sets forth the names, form of legal entity, number of shares of capital stock (or other applicable unit of equity interest) issued and each outstanding, and the record owner thereof and jurisdictions of the Borrowers are organization of all Borrowers. Each Borrower is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each of the Borrowers have Each Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are Each Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.