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

Existence and Qualification; Power; Compliance With Laws. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. (b) Each Borrower and each 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. Each Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease its 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. (c) All outstanding Equity Interests 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each 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 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. (a) The Company Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. (b) Each . Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Borrower and each Guarantor is 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. Each Borrower and each Guarantor has Co-Borrower have all requisite corporate or other organizational power and authority to conduct its their business, to own and lease its their 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 Equity Interests shares of each 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. To All the extent equity interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessable, and no holder thereof has any Equity Interests constitute Collateral, such Equity Interests are free and clear enforceable right of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each rescission under any applicable state or federal securities Laws. Borrower and each Guarantor is 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 Authority 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. (a) The Company Borrower is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the Laws of Nevada. Holdings is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. (b) . Each Borrower 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 Guarantor 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. Each Borrower of Borrower, Holdings and each Guarantor Restricted Subsidiary has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . The chief executive office of Borrower is located in Nevada. All outstanding Equity Interests of each 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. To the extent any Equity Interests constitute CollateralEach of Borrower, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower Holdings and each Guarantor 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 Authority 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. (a) The Company Borrower is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. Delaware (bor, in the event any assignment of the type described in the second sentence of Section 11.8(a) Each is made, is a limited liability company duly formed, validly existing and in good standing under the Laws of the 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 Guarantor 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. Each Borrower and each Guarantor other Obligor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . All outstanding Equity Interests shares of the capital stock of Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority 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 Company Borrower is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of DelawareDelaware and each Guarantor is a limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the Laws of Delaware or the Laws of Louisiana, as applicable. (b) Each The Borrower and each Guarantor and each other 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. Each The Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease its 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. (c) All outstanding Equity Interests of the Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each The Borrower and each 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 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. (a) The Company Each of Palace, Boulder, Texas, St. Xxxxxxx, Kansas City and Sunset is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. Nevada (bin the case of Palace, Boulder, Texas and Sunset) Each Borrower 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 Guarantor of the Sibling Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its state of incorporation. Each of Borrowers 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 EXCEPT where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Each Borrower of Borrowers and each Guarantor the Guarantors has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . The chief executive offices of each of Borrowers is located in Nevada. All outstanding Equity Interests shares of each Borrower capital stock of 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. To Each of Borrowers and the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority Agency that are necessary for the transaction of its business as at present conductedbusiness, except 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. (a) The Company Borrower is a corporation limited partnership duly incorporatedorganized, validly existing and in good standing under the Laws of Delaware. (b) Each The Borrower and each Guarantor and each other 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. Each The Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease its 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. (c) All outstanding Equity Interests of the Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each The Borrower and each 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 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. (a) The Company Borrower is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. Delaware (bor, in the event any assignment of the type described in the second sentence of Section 11.8(a) Each is made, is a limited liability company duly formed, validly existing and in good standing under the Laws of the 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 Guarantor 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 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. Each Borrower and each Guarantor other Obligor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . All outstanding Equity Interests shares of the capital stock of Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority 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. (a) The Company Each Borrower is a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. (b) Each Borrower Nevada. Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada and each Guarantor 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 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. Each Borrower of Borrowers and each Guarantor the Guarantors has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . The chief executive offices of each of Borrowers is located in Nevada. All outstanding Equity Interests shares of each Borrower capital stock of 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. To Each of the extent any Equity Interests constitute Collateral, such Equity Interests are free Borrowers and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority 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. (a) The Company Borrower and each of its Subsidiaries is a corporation duly incorporatedorganized or formed, validly existing and in good standing under the Laws laws of Delaware. (b) Each the jurisdiction of its incorporation or organization. Borrower and each Guarantor of 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. Each Borrower and each Guarantor of its Subsidiaries has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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 to have such power its Obligations hereunder and authority would not constitute a Material Adverse Effect. (c) thereunder. All outstanding Equity Interests shares of capital stock of Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 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. (a) The Company Borrower is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. (b) Nevada. 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 Guarantor Restricted Subsidiary of 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. Each Borrower and each Guarantor such Restricted Subsidiary of Borrower has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . The chief executive office of Borrower is located in Nevada. All outstanding Equity Interests of each 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor Restricted Subsidiary of Borrower 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 Authority 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. (a) The Company Each Guarantor is a corporation duly incorporatedformed, validly existing and in good standing under the Laws laws of Delaware. (b) its jurisdiction of formation. Each Borrower and each 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 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. Each Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its respective business, to own and lease its Properties 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 Effect. (c) All outstanding Equity Interests 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 LawsCredit Documents. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and 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 Authority 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. (a) The Company 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 Delaware. such jurisdiction of incorporation. Schedule 5.1 hereto correctly sets forth the names, form of legal entity, number of shares of capital stock (bor other applicable unit of equity interest) issued and outstanding, and the record owner thereof and jurisdictions of organization of all Borrowers. Each Borrower and each 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. Each Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . All outstanding Equity Interests shares of 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority 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. (a) The Company 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 Delaware. (b) the state of its incorporation. Each of Lancer, Borrower and each Guarantor Borrower's Subsidiaries is duly qualified or registered to transact business as a foreign corporation, and is in good standing standing, in 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 could not constitute reasonably be expected to have a Material Adverse Effect. Each The chief executive office and principal place of business of Borrower and (except as otherwise indicated in the Subsidiary Security Agreement) each Guarantor Subsidiary is located at X.X. Xxxxx 00 Xxxxx, Xxxxxxxxx, Xxxxxxx 00000. Each of Lancer, Borrower and Borrower's Subsidiaries has all the requisite corporate or other organizational power and authority to conduct its business, business as now being conducted and to own its Property, and, in the case of Lancer, Borrower and lease its Properties and Borrower's Subsidiaries, to execute and deliver each Loan Document to which each it is a 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. (c) All outstanding Equity Interests 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each 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 (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 Authority 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. (a) The Company Borrower and each of its Subsidiaries is a corporation duly incorporatedformed, validly existing and in good standing under the Laws laws of Delaware. (b) Each the jurisdiction of its incorporation. Borrower and each Guarantor of 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. Each Borrower and each Guarantor of its Subsidiaries has all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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 to have such power its Obligations hereunder and authority would not constitute a Material Adverse Effect. (c) thereunder. All outstanding Equity Interests shares of capital stock of Borrower and each Borrower 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. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 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. (a) The Company is Borrower and Parent are each a corporation duly incorporatedformed, validly existing and in good standing under the Laws of Delaware. (b) Each Nevada. Borrower and Parent are each 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 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 Parent each Guarantor has have all requisite corporate or other organizational power and authority to conduct its business, to own and lease 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. (c) . The chief executive offices of Borrower are located in Nevada. All outstanding Equity Interests shares of each capital stock of Borrower are duly authorized, validly issued, fully paid and non-assessableassessable and owned by Parent, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing the Obligations and other Liens permitted pursuant to Section 8.03. (d) Each Borrower and each Guarantor 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 Authority 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.