Common use of No Litigation; Compliance with Laws Clause in Contracts

No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as of the Closing Date, there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Loan Parties or any business, property or rights of any Loan Party, and no such actions, suits or proceedings could reasonably be expected to have a Material Adverse Effect. (b) There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Companies or any Unrestricted Subsidiary or any business, property or rights of any such Person (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that are non-frivolous and challenge the validity or enforceability of any Loan Document or any Lien granted thereunder. (c) None of the Loan Parties is in violation of, nor will the continued operation of their material properties and assets as currently conducted or as contemplated under the Loan Documents and the Project Documents violate, any applicable law (including any laws relating to campaign finance and contributions to politicians, Gaming Laws and liquor laws), rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority binding on it, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) None of the Loan Parties is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) Except with respect to any certificates of occupancy for any improvements existing on the Closing Date, the failure of which to be in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, any required certificates of occupancy are in effect for each Mortgaged Property as constructed and/or operated as of the time this representation is made or deemed made, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as As of the Closing Date, there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the BorrowerBorrowers, threatened in writing against or affecting any of the Loan Parties or any business, property or rights of any Loan Party, and no such actions, suits or proceedings could reasonably be expected to have a Material Adverse Effect. (b) There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Companies or any Unrestricted Subsidiary Borrower or any business, property or rights of any such Person Person, and to the knowledge of the Borrowers, there are no such actions, suits or proceedings now pending or threatened in writing against or affecting any counterparty to any Material Contract, in any case unless (i) that such actions, suits or proceedings are set forth on Schedule 3.09, or (ii) (x) such actions, suits and proceedings, if adversely determined, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or and (ii) that are non-frivolous such actions, suits and challenge the validity or enforceability of proceedings do not involve any Loan Document or any Lien granted thereunderthe Transactions. (b) [reserved]. (c) Since January 3, 2018, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (d) None of the Loan Parties Borrowers or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted or as contemplated under the Loan Documents and the Project Documents violate, any applicable law (including any laws relating to campaign finance and contributions to politicians, Gaming Laws and liquor laws)law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority binding on itAuthority, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (de) None of the Loan Parties No Borrower is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual ObligationsObligations under any Material Contract, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (ef) Except with respect to any certificates of occupancy for any improvements existing on the Closing Date, the failure of which to be in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, any All required certificates of occupancy are in effect for each Mortgaged the improvements located on the Material real Property as constructed and/or operated as of the time this representation is made or deemed made, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with respect to each Mortgaged PropertyAdministrative Agent.

No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as As of the Closing Date, there are no actions, investigations, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against the Tribe or any of the Loan Parties Parties, or affecting any business, property Property of the Tribe or rights of any Loan Party, and no in any case, unless such actions, investigations, suits or proceedings (i) are set forth on Schedule 3.09, (ii) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (iii) do not challenge the validity or enforceability of any Loan Document, PNG Document, Related Document (other than, until the Ground Lease Approval Date and the effectiveness of the Ground Lease, the Ground Lease), the Interim Tribal Land Assignment or the Transactions. (b) Each Loan Party and the Tribe is in compliance with all applicable Legal Requirements (including all Gaming Laws), except for such instances of non-compliance as could not reasonably expected to have a Material Adverse Effect. (bc) There After the Closing Date, there are no actions, investigations, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against the Tribe or any of the Companies Loan Parties, or affecting any Property of the Tribe or any Unrestricted Subsidiary or any businessLoan Party, property or rights of any such Person (i) in each case that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that are non-frivolous and challenge the validity or enforceability of any Loan Document or any Lien granted thereunderEffect. (cd) None Since the Closing Date, there has been no change in the status of the Loan Parties is in violation of, nor will the continued operation of their material properties and assets as currently conducted or as contemplated under the Loan Documents and the Project Documents violate, any applicable law (including any laws relating to campaign finance and contributions to politicians, Gaming Laws and liquor laws), rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority binding matters disclosed on it, where such violation or defaultSchedule 3.09 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in in, a Material Adverse Effect. (de) None of Neither the Tribe nor any Loan Parties Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) Except with respect to any certificates of occupancy for any improvements existing on the Closing Date, the failure of which to be in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, any required certificates of occupancy are in effect for each Mortgaged Property as constructed and/or operated as of the time this representation is made or deemed made, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as (a) As of the Closing Date, Date there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the BorrowerBorrowers, threatened in writing against or affecting any of the Loan Parties or any business, property or rights of any Loan Party, and no such actions, suits or proceedings could reasonably be expected to have a Material Adverse Effect. (b) There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Companies or any Unrestricted Subsidiary Borrower or any business, property or rights of any such Person Person, and to the knowledge of the Borrowers, there are no such actions, suits or proceedings now pending or threatened in writing against or affecting any counterparty to any Material Contract, in any case unless (i) that such actions, suits or proceedings are set forth on Schedule 3.09, or (ii) (x) such actions, suits and proceedings, if adversely determined, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or and (iiy) that are non-frivolous such actions, suits and challenge the validity or enforceability of proceedings do not involve any Loan Document or any Lien granted thereunderthe Transactions. (b) [reserved]. (c) Since September 30, 2020, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (d) None of the Loan Parties Borrowers or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted or as contemplated under the Loan Documents and the Project Documents violate, any applicable law (including any laws relating to campaign finance and contributions to politicians, Gaming Laws and liquor laws)law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority binding on itAuthority, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (de) None of the Loan Parties No Borrower is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual ObligationsObligations under any Material Contract, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (ef) Except with respect to any certificates of occupancy for any improvements existing on the Closing Date, the failure of which to be in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, any All required certificates of occupancy are in effect for each Mortgaged the improvements located on the Material real Property as constructed and/or operated as of the time this representation is made or deemed made, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with respect to each Mortgaged PropertyAdministrative Agent.