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

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Borrower and each Co-Borrower are each duly qualified or registered to transact business and are in good standing in each other jurisdiction in which the conduct of their business or the ownership or leasing of 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. Borrower and each Co-Borrower have all requisite corporate or other organizational power and authority to conduct their business, to own and lease their Properties and to execute and deliver each Loan Document to which each is a Party and to perform 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 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. 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 Co-Borrower are in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. . (b) Each Borrower and each Co-Borrower are each Guarantor is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Each Borrower and each Co-Borrower have Guarantor has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each is a Party party and to perform the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. . (c) All outstanding shares Equity Interests of the capital stock of each 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. All To the equity interests in each Co-Borrower extent any Equity Interests constitute Collateral, such Equity Interests are duly authorized, validly issued, fully paid free and non assessable, clear of Liens other than Liens securing the Obligations and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Co-Borrower are Guarantor is in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the Laws of DelawareNevada. Detroit Holdings is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Borrower Each Restricted Subsidiary is a Person duly formed, validly existing and in good standing under the Laws of its state of formation. Each of Borrower, Holdings and each Co-Borrower are each Restricted Subsidiary is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower Each of Borrower, Holdings and each Co-Borrower have Restricted Subsidiary has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the its Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. The chief executive office of Borrower is located in Nevada. All outstanding shares of the capital stock of member’s interests in Borrower are duly authorized, validly issued, and fully paid and non-assessablepaid, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. All the equity interests in each Co-Borrower are duly authorizedEach of Borrower, 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 Holdings and each Co-Borrower are Restricted Subsidiary is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present 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 would exemptions, does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. Detroit 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 Delawarethe jurisdiction of its 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. As of the Effective Date, Sportsystems is the wholly-owned Subsidiary of Delaware North Companies, Inc. Borrower and each Co-Borrower are each other Obligor is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and each Co-Borrower have other Obligor has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party party and to perform the its 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 Borrower and each other Obligor are duly authorized, authorized and 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. 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 Co-Borrower are Subsidiary is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions would may not constitute reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. (a) The Borrower is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of Delaware. Detroit Delaware and each Guarantor is a limited liability company or corporation, as applicable, duly formedorganized, validly existing and in good standing under the Laws of Delaware. Delaware or the Laws of Louisiana, as applicable. (b) The Borrower and each Co-Borrower are Guarantor and each other Restricted Subsidiary is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. The Borrower and each Co-Borrower have Guarantor has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each is a Party party and to perform the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. . (c) All outstanding shares Equity Interests of the capital stock of Borrower and each Guarantor 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. All To the equity interests in each Co-Borrower extent any Equity Interests constitute Collateral, such Equity Interests are duly authorized, validly issued, fully paid free and non assessable, clear of Liens other than Liens securing the Obligations and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. other Liens permitted pursuant to Section 8.03. (d) The Borrower and each Co-Borrower are Guarantor is in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect. (e) Neither the Borrower nor any other Loan Party is an EEA Financial Institution.

Existence and Qualification; Power; Compliance With Laws. Borrower and each of its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly organized or formed, validly existing and in good standing under the Laws laws of Delawarethe jurisdiction of its incorporation or organization. Borrower and each Co-Borrower are each of its Subsidiaries is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and each Co-Borrower have of its Subsidiaries has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party party and to perform the Obligations, except where the failure to have such power its Obligations hereunder and authority would not constitute a Material Adverse Effectthereunder. All outstanding shares of the capital stock of Borrower and each of its Subsidiaries 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. 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 Co-Borrower are of its Subsidiaries is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower Each Guarantor is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws laws of Delawareits jurisdiction of formation. Borrower and each Co-Borrower are each Each Guarantor is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their Properties its properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would could not constitute (i) reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Guaranty or any Credit Document, (ii) reasonably be expected to be material and adverse to the condition (financial or otherwise), assets, business or operations of the Guarantors, taken as a Material Adverse Effectwhole, or (iii) reasonably be expected to materially impair the ability of the Guarantors, taken as a whole, to perform their obligations hereunder and under the Credit Documents. Borrower and each Co-Borrower have Each Guarantor has all requisite corporate or other organizational power and authority to conduct their its respective business, to own and lease their Properties its respective properties and to execute and deliver each Loan Document to which each is a Party this Guaranty and to perform its obligations hereunder and under the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse EffectCredit Documents. All outstanding shares of the capital stock of 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. 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 Co-Borrower are Each Guarantor is in compliance with all Requirements of Law laws and legal requirements applicable to its business as at present conductedrespective business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, file, register, qualify or obtain exemptions would could not constitute (i) reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Credit Document, (ii) reasonably be expected to be material and adverse to the condition (financial or otherwise), assets, business or operations of HET and its Subsidiaries, taken as a Material Adverse Effectwhole, or (iii) reasonably be expected to materially impair the ability of the Guarantors, taken as a whole, to perform their obligations hereunder and under the Credit Documents.

Existence and Qualification; Power; Compliance With Laws. Each of Lancer, Borrower and Borrower's Subsidiaries is a corporation duly incorporated, organized and validly existing and in good standing under the Laws of Delawarethe state of its incorporation. Detroit Each of Lancer, Borrower and Borrower's Subsidiaries is duly qualified as a limited liability company duly formedforeign corporation, validly existing and is in good standing under the Laws of Delaware. Borrower and each Co-Borrower are each duly qualified or registered to transact business and are in good standing standing, in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their Properties its Property makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would could not constitute reasonably be expected to have a Material Adverse Effect. The chief executive office and principal place of business of Borrower and (except as otherwise indicated in the Subsidiary Security Agreement) each Co-Subsidiary is located at X.X. Xxxxx 00 Xxxxx, Xxxxxxxxx, Xxxxxxx 00000. Each of Lancer, Borrower have all and Borrower's Subsidiaries has the requisite corporate or other organizational power and authority to conduct their business, its business as now being conducted and to own its Property, and, in the case of Lancer, Borrower and lease their Properties and Borrower's Subsidiaries, to execute and deliver each Loan Document to which each it is a Party party and to perform the Obligationsits obligations thereunder. Each of Lancer, Borrower and Borrower's Subsidiaries is in compliance in all respects with all Laws applicable to it or to its business, except where the failure to comply could not reasonably be expected to have such power and authority would not constitute a Material Adverse Effect. All outstanding shares of the capital stock of 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. 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 Co-Borrower are in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits (including, without limitation, Environmental Permits) from, and 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 its business as at present conducted, except where the failure so to complyobtain such authorizations, fileconsents, registerapprovals, qualify orders, licenses and permits or obtain exemptions would to accomplish such filings, registrations and qualifications could not constitute reasonably be expected to have a Material Adverse Effect.

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

Existence and Qualification; Power; Compliance With Laws. Each Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of DelawareNevada. Borrower Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada and each Co-Borrower are each of the Sibling Guarantors is duly formed, validly existing and in good standing under the Laws of its state of formation. Each of the Borrowers and the Guarantors is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower Each of Borrowers and each Co-Borrower have the Guarantors has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the its Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. The chief executive offices of each of Borrowers is located in Nevada. All outstanding shares of the capital stock of Borrower Parent 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. All Each of the equity interests in each Co-Borrower are duly authorized, validly issued, fully paid Borrowers and non assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each Co-Borrower are the Guarantors is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is and Parent are each a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of DelawareNevada. Borrower and each Co-Borrower Parent are each duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and Parent each Co-Borrower have all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the its Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. The chief executive offices of Borrower are located in Nevada. All outstanding shares of the capital stock of Borrower are duly authorized, validly issued, fully paid and non-assessable, assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. All the equity interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessableowned by Parent, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each Co-Borrower are is in compliance with all Requirements of Law Laws applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect. The Lenders acknowledge that Borrower is not required to hold any licenses under applicable Gaming Laws until the Completion Date and will not apply for such licenses until shortly prior to the Completion Date pursuant to Section 5.12.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. Detroit 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 Delawarethe jurisdiction of its formation). As of the Effective Date, Gaming & Entertainment 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. As of the Effective Date, Gaming & Entertainment is the wholly-owned Subsidiary of Delaware North Companies, Inc. Borrower and each Co-Borrower are each other Obligor is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their its Properties makes such qualification or registration necessary, 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. Borrower and each Co-Borrower have other Obligor has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party party and to perform the its 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 Borrower and each other Obligor are duly authorized, authorized and 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. 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 Co-Borrower are Subsidiary is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, file, register, qualify or obtain exemptions would may not constitute reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of DelawareNevada. Each Restricted Subsidiary of Borrower hereafter formed by Borrower is a Person duly formed, validly existing and in good standing under the Laws of its state of formation. Borrower and each Co-Restricted Subsidiary of Borrower are each is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and each Co-such Restricted Subsidiary of Borrower have has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the its Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. The chief executive office of Borrower is located in Nevada. All outstanding shares of the capital stock of 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. All the equity interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessablepaid, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each Co-Restricted Subsidiary of Borrower are is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present currently conducted, except (i) as of each relevant date, for authorizations, consents, approvals, orders, licenses and permits associated with the construction of the Project which are customarily obtained at a later stage of construction and which are not currently required, (ii) as of the Closing Date, and at all times prior to the Opening Date it is acknowledged that the Borrower does not have gaming and liquor licenses which will be required as of the Opening Date, and (iii) in any event, where the failure so to comply, obtain authorizations, consents, approvals, orders, licenses and permits, or to file, register, qualify or obtain exemptions would exemptions, does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Each Borrower is a corporation duly incorporated, formed and 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 Delawaresuch jurisdiction of incorporation. Detroit 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 outstanding, and the record owner thereof and jurisdictions of organization of all Borrowers. Each Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Borrower and each Co-Borrower are each duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Each Borrower and each Co-Borrower have has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the its 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 each 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. All the equity interests in each Co-Each 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 Co-Borrower are is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Borrower and each Co-Borrower are each The Company is duly qualified or registered to transact business business, and are is in good standing in Delaware and each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and each Co-Borrower have The Company has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party and to perform the Obligations, except where the failure Obligations to be performed by it thereunder. The Company and its Guarantor Subsidiaries have such power each duly executed and authority would not constitute delivered each Loan Document to which each is a Material Adverse Effectparty. All outstanding shares of the capital stock of Borrower the Company are duly authorized, validly issued, fully paid and paid, non-assessable, assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. 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 Co-Borrower are issued in compliance with all Requirements applicable state, provincial and federal securities and other Laws. As of Law the 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 its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except EXCEPT where - 38 - the failure so to comply, file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower and each of its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws laws of Delawarethe jurisdiction of its incorporation. Borrower and each Co-Borrower are each of its Subsidiaries is duly qualified or registered to transact business and are is in good standing in each other jurisdiction in which the conduct of their its business or the ownership or leasing of their 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. Borrower and each Co-Borrower have of its Subsidiaries has all requisite corporate or other organizational power and authority to conduct their its business, to own and lease their its Properties and to execute and deliver each Loan Document to which each it is a Party party and to perform the Obligations, except where the failure to have such power its Obligations hereunder and authority would not constitute a Material Adverse Effectthereunder. All outstanding shares of the capital stock of Borrower and each of its Subsidiaries 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. 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 Co-Borrower are of its Subsidiaries is in compliance with all Requirements of Law Laws and other legal requirements applicable to its business as at present conductedbusiness, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business as at present conductedbusiness, except where the failure so to comply, file, register, qualify or obtain exemptions would does not constitute a Material Adverse Effect.