Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Restricted Subsidiary, or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), or any of the Borrower, the Restricted Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits proceedings or proceedings at law investigations filed or (to the knowledge of any Borrower) threatened or affecting any Borrower or any Subsidiary in equity any court or by or on behalf of before any Governmental Authority or in arbitration now pendingboard or tribunal which question the validity or legality of this Agreement, orthe Transactions or any action taken or to be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining any Borrower or any Subsidiary from the execution, delivery or performance of this Agreement nor is there any other action, proceeding or investigation filed or (to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the any Borrower or any of the Subsidiaries Subsidiary) threatened against any Borrower or any business, property Subsidiary in any court or rights of before any such person (i) that involve any Loan Document Governmental Authority or the Transactions arbitration board or (ii) that tribunal which would be reasonably be expected likely to have, individually or result in the aggregate, a Material Adverse EffectEffect or materially restrict the ability of any Borrower to comply with its obligations under the Loan Documents. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets Neither any Borrower nor any Subsidiary is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoninglaw, building, ordinance, code rule or approval regulation relating to the protection of the environment or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) to employee health or any restriction of record or agreement affecting any Mortgaged Propertysafety), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would be reasonably be expected likely to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance Except with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to haveany matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Company or any Subsidiary has received notice of any claim with respect to or is otherwise aware of any environmental liability to which it is or is reasonably likely to become subject.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) including those that involve any Loan Document or the Transactions or (iiDocument) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Company’s or Merger Sub’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.9, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or Borrower, any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.9 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or material assets is in violation of (of, nor will the continued operation of their material properties and material assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There As of the Closing Date, there are no actions, suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. As of the date of any Borrowing after the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its subsidiaries or any business, property or rights of any such person which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) including those that involve any Loan Document or the Transactions or (iiDocument) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Borrower’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There As of the Closing Date, there are no actions, suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower Borrower, any director, officer, agent or employee thereof, or any of the Subsidiaries or any business, property or rights of any such person that (i) that involve any Loan Document or the Transactions or (ii) that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except (in the case of this clause (ii) only) for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of any Parent Entity’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There As of the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the its Restricted Subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Financing Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of any Borrowing after the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries or any business, property or rights of any such Person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Restricted Subsidiaries and or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit) or, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction on recordation of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in any such case where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, as of the 2016 Restatement Date there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrowerany Loan Party, threatened in writing against Holdings or the Borrower affecting any Loan Party or any of the its Subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Since the 2016 Restatement Date, there has been no change in the status of Holdings the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (prior to a Qualified IPO), the Borrower, the c) No Loan Party or any of its Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval approval, or any building permitpermits, but excluding any Environmental Laws, which are the subject of Section 3.16Law and any Environmental Permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Certificates of occupancy (or the functional equivalent thereof) and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, except in each case, where a the failure to do so comply would could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting, the Borrower or any of the its Relevant Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually or in the aggregate could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. Neither the Borrower nor, to the knowledge of any of the Loan Parties, any of its Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”). (b) (i) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and any Relevant Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including including, but not limited to any FERC laws and regulations, Public Utility Commission of Texas regulations, Railroad Commission of Texas regulations, zoning, building, ordinance, code or approval or any building permit), but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, Property or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. , (cii) The each of the Borrower and each Relevant Subsidiary are in compliance with holds all Gaming Laws that are permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable to them and their businesseslaw, rule or regulation for the operation of its business as presently conducted, except where a failure to so comply would not reasonably be expected to haveas could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any Relevant Subsidiary (A) is subject to regulation “as a natural-gas company” under the Natural Gas Act (“NGA”); or (B) is subject to regulation as a “public utility,” a “gas utility,” a “gas company” or other similar term under the laws of any state and (iv) none of the Lenders, the Agents and the Joint Lead Arrangers, solely by virtue of the execution, delivery and performance of this Agreement or the other Loan Documents, or consummation of the Transactions contemplated hereby and thereby, shall be or become: (A) a “public-utility company,” a “holding company,” an “affiliate” of a “holding company,” an “associate company” of a “holding company,” or a “subsidiary company” of a “holding company,” as each such term is defined in PUHCA, or otherwise subject to regulation under PUHCA; (B) a “natural-gas company” or subject to regulation under the NGA; or (C) subject to regulation under the laws of any state with respect to public utilities.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Restricted Subsidiary or any business, property or rights of any such person Person (i) that involve call into question the validity or enforceability of any Loan Document or the Transactions performance by the Loan Parties of their material obligations thereunder or the use of the proceeds of the Loans made hereunder or (ii) that would could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Restricted Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any as relates to zoning, building, or environmental matters), ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) permits or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where any such violation or default would has resulted or could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Except as are obtainable and will be obtained, in each Subsidiary case, in the ordinary course of business, certificates of occupancy and permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09(a) (Funding), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or material rights of the Borrower or any such person Subsidiary (i) that that, as of the Funds Availability Date, involve any Loan Transaction Document or the Transactions or, at any time thereafter, involve any Transaction Document or the Transactions and which could reasonably be expected to be material and adverse to the interests of the Lenders, or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings Except as set forth on Schedule 3.09(b) (prior to a Qualified IPOFunding), none of the Borrower, Borrower or any of the Restricted Subsidiaries and 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 violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which is the subject of Section 3.17 or any energy regulation matter which is the subject of Section 3.23). (c) The Borrower and each Subsidiary all of its Subsidiaries are in compliance with possession of all Gaming Laws that Permits necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are applicable to them and their businessesnow being conducted, except where a the failure to so comply be in possession of such Permit would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect (but not including Permits required under applicable Environmental Laws which are the subject of Section 3.17). There is no action, proceeding or investigation pending or, to the knowledge of the Borrower and each of its Subsidiaries, threatened regarding any material Permit which would have a Material Adverse Effect. None of the Borrower or any of its Subsidiaries is in material conflict with, or in default of, or in material violation of, any material Permit.

Litigation; Compliance with Laws. (a) There Except as disclosed in the Tender Offer Materials or the Company's Schedule 14D-9 with respect to the Tender Offer, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or affecting any of the Subsidiaries Transaction Party or any business, property or rights of any such person (i) that involve any Loan Document Document, the Transactions or the Transactions Acquisition or (ii) that would as to which there is a likelihood of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower and the Subsidiaries and or any of their respective material properties or assets (including the Mortgaged Properties) is in violation of (of, nor will the continued operation of their such material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoningHealth Care Law, buildingany Environmental Law, any zoning or building ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where other than, in each case, such violation or default would violations and defaults that, individually and in the aggregate, could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary material permits (or other documents expressly provided for under applicable law in lieu thereof) are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) Citadel or the Borrower, threatened in writing against Holdings or affecting Citadel or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) The Borrower has duly and timely filed all reports and other filings which are required to be filed under the Communications Act or any other applicable law, rule or regulation of any Governmental Authority, the non-filing of which could reasonably be expected to have a Material Adverse Effect. All information provided by or on behalf of the Borrower in any material filing with the FCC was, at the time of filing, true, complete and correct in all material respects when made, and the FCC has been notified of any substantial or significant changes in such information as may be required in accordance with applicable laws, rules and regulations. (c) None of Holdings (prior to a Qualified IPO)Citadel, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged PropertyCommunications Act), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09(a) (Signing), there are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or material rights of the Borrower or any such person Subsidiary (i) that that, as of the Signing Date, involve any Loan Document or the Transactions or, at any time thereafter, involve any Loan Document or (ii) that would the Transactions and which could reasonably be expected to havebe material and adverse to the interests of the Lenders, or (ii)as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings Except as set forth on Schedule 3.09(b) (prior to a Qualified IPOSigning), none of the Borrower, Borrower or any of the Restricted Subsidiaries and 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 violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which would be the subject of Section 3.17 or any energy regulation matter which would be the subject of Section 3.23). (c) The Borrower and each Subsidiary all of its Subsidiaries are in compliance with possession of all Gaming Permits (other than Permits required under applicable Environmental Laws that which would be the subject of Section 3.17) necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are applicable to them and their businessesnow being conducted, except where a the failure to so comply be in possession of such Permit would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect. There is no action, proceeding or investigation pending or, to the knowledge of the Borrower and each of its Subsidiaries, threatened regarding any material Permit (other than Permits required under applicable Environmental Laws which would be the subject of Section 3.17) which would have a Material Adverse Effect. None of the Borrower or any of its Subsidiaries is in material conflict with, or in default of, or in material violation of any material Permit (other than Permits required under applicable Environmental Laws which would be the subject of Section 3.17).

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) including those that involve any Loan Document or the Transactions or (iiDocument) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Borrower’s public filings with the SEC prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting, Holdings, the Borrower or any of the Subsidiaries or any business, property or rights of any such person Person (i) as of the Effective Date, that involve any Loan Document or the Transactions or (ii) that would which individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. None of Holdings, the Borrower, the Subsidiaries or, to the knowledge of any of the Loan Parties, any of their Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S. Patriot Act”). (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit), but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertyrecord, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the its Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined in the ordinary course of such action, suit or proceeding, at the time of such determination, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Borrower or any of its Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed, except where a the failure to so comply would have the same could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would except as set forth on Schedule 3.09, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where where, in each case in this paragraph (c), such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or suits, claims, disputes, proceedings at law or in equity or in arbitration or, to the knowledge of the Parent Borrower or the Co-Borrower, investigations by or on behalf of any Governmental Authority, now pending or threatened against the Parent Borrower, the Co-Borrower or any of their respective Subsidiaries or any business, Property or rights of any such person (including that involve any Loan Document or the Transactions) that, individually in the aggregate, have resulted in or could reasonably be expected to result in a Material Adverse Effect, except for any action, suit or proceeding at law or in equity by or on behalf of any Governmental Authority or in arbitration now pending, or, which has been disclosed in the Parent ▇▇▇▇▇▇▇▇’s public filings with the SEC prior to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectClosing Date. (b) None of Holdings (prior to a Qualified IPO), the Parent Borrower, the Subsidiaries and Co-Borrower or any of their respective properties or assets Subsidiaries is in violation of (nor will the continued operation of their material properties and assets respective Property or business as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Property, of the Company’s Real Property or is in default with respect to any judgment, writ, injunction Order applicable to it or decree any of any Governmental Authority, its Property where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The Parent Borrower and each Subsidiary are of its Subsidiaries maintains in effect and enforces policies and procedures reasonably designed to ensure compliance with in all Gaming Laws that are applicable to them material respects by the Parent Borrower, its Subsidiaries and their businessesrespective directors, except where a failure to so comply would not reasonably be expected to haveofficers, individually or in the aggregateemployees, a Material Adverse Effectagents and representatives with applicable Anti-Corruption Laws, Sanctions Laws and Anti-Money Laundering Laws.

Litigation; Compliance with Laws. (a) There Except as disclosed in the periodic and other reports, proxy statements and other materials filed by Parent, the Borrower or any Subsidiary or Triad or any of its subsidiaries with the SEC prior to the Closing Date, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) Parent or the BorrowerBorrower through receipt of written notice or proceeding, threatened in writing against Holdings or affecting Parent or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Parent, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any occupational safety and health, health care, pension, certificate of need, Medicare, Medicaid, insurance fraud or similar law, zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing or contemplated against Holdings or the a Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, there has been no adverse change in the status or financial effect on the U.S. Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)the Borrowers, the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties (including licensed properties) and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the either Borrower, threatened in writing against Holdings or the either Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Since the date of Holdings this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (prior to a Qualified IPO), the Borrower, c) Neither Borrower nor any of the Subsidiaries and nor any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including 67 61 any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or affecting, any of the Subsidiaries Loan Party or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually or in the aggregate could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. No Loan Party, nor any of its Affiliates, is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”). (b) None (i) No Loan Party nor any of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or material real property nor is any Loan Party in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. , and (cii) The Borrower each Loan Party holds all permits, licenses, registrations, certificates, approvals, consents, clearances and each Subsidiary are in compliance with all Gaming Laws that are other authorizations from any Governmental Authority required under any currently applicable to them and their businesseslaw, rule or regulation for the operation of its business as presently conducted, except where a failure to so comply would not reasonably be expected to haveas could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There As of the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the its Restricted Subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Financing Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of any Borrowing after the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its Restricted Subsidiaries or any business, property or rights of any such Person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, the Restricted Subsidiaries and or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in any such case where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing or contemplated against Holdings or the a Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since December 31, 2020, there has been no adverse change in the status or financial effect on the Parent Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)the Borrowers, the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties (including licensed properties) and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings, Polo Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings, Polo Holdings or the Borrower or any of the Subsidiaries other Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, Polo Holdings, the Borrower, Borrower or any of the other Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any Mortgaged PropertyProperty or Resort, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to have, (individually or in the aggregate, ) could reasonably be expected to result in a Material Adverse Effect. (cd) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that effect for each Mortgaged Property and Resort as currently constructed, other than any certificates or permits for properties or assets in Europe, to the extent such certificates or permits are applicable to them not in effect on the Closing Date and their businesses, except where a failure to so comply would not reasonably be expected to have, having such certificates or permits could not (individually or in the aggregate, ) reasonably be expected to result in a Material Adverse Effect. If requested, true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent (if applicable, as mortgagee) with respect to each Mortgaged Property and Resort.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Except as set forth on Schedule 3.09(c), certificates of occupancy and each Subsidiary permits to the extent required by law are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any Lease or Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09(a), there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened (in writing writing) against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09(a) that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval or any building approval, permit, but excluding any Environmental Laws, which are the subject of Section 3.16Law and Environmental Permit) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Except as set forth on Schedule 3.09(d), certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, investigations, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including including, without limitation, the Communications Act, the regulations or orders of FCC or HPUC or DCCA or any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.10 and other than the Chapter 11 Cases, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the actual knowledge of Holdings (prior to a Qualified IPO) Holdings, the Borrower or the Affiliated Guarantors, threatened against Holdings, the Borrower, threatened in writing against Holdings or the Borrower any Subsidiary or any of the Subsidiaries Affiliated Guarantor or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, any of the Subsidiaries and or any of the Affiliated Guarantors or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed, except where a the failure to so comply would have the same could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, and true and complete copies of such certificates of occupancy as are available using commercially reasonable efforts have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Parent Borrower, threatened in writing against Holdings or the Parent Borrower or any of the Subsidiaries Restricted Subsidiary or any business, property or material rights of the Parent Borrower or any such person Restricted Subsidiary (i) that that, as of the Closing Date, involve any Loan Document or the Transactions or, at any time thereafter, involve any Loan Document or the Transactions and which could reasonably be expected to be material and adverse to the interests of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, or the Lenders, or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the Borrower, Parent Borrower or any of the Restricted Subsidiaries and 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 violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which is the subject of Section 3.17 or any energy regulation matter which is the subject of Section 3.23). (c) The Borrower and each Subsidiary All material permits are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09(a), there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Except as set forth on Schedule 3.09(c), certificates of occupancy and each Subsidiary permits to the extent required by law are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Tensar Holdings or the Borrower Tensar threatened against or affecting any Schedule 2, Representations and W▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Party or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Lease Document or the Transactions or (ii) that would except as set forth on Annex 9 to this Schedule 2, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Since the date of Holdings this Agreement, there has been no change in the status of the matters disclosed on Annex 9 to this Schedule 2 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (prior to a Qualified IPO)c) Neither Tensar Holdings, the Borrower, Tensar nor any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries Restricted Subsidiary or any business, property or material rights of the Borrower or any such person Restricted Subsidiary (i) that that, as of the Closing Date, involve any Loan Document or the Transactions or, at any time thereafter, involve any Loan Document or the Transactions and which could reasonably be expected to be material and adverse to the interests of the Borrower and its Restricted Subsidiaries, taken as a whole, or the Lenders, or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Restricted Subsidiaries and 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 violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which is the subject of Section 3.17 or any energy regulation matter which is the subject of Section 3.23). (c) The Borrower and each Subsidiary All material permits are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions (x) on the Closing Date or (y) after Closing as to which there is a reasonable possibility of an adverse determination or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) including those that involve any Loan Document or the Transactions or (iiDocument) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Company’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Other than the Bankruptcy Cases and except as set forth on Schedule 3.09, there are no unstayed actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permitpermits, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve seek to enjoin, invalidate or rescind any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently or then conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower All certificates of occupancy and permits necessary for the operation and use of each Subsidiary Mortgaged Property as currently constructed are in compliance effect for such Mortgaged Property, and true and complete copies of all such certificates of occupancy (or other evidence satisfactory to the Administrative Agent in its sole discretion that such certificates of occupancy have been issued) have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the actual knowledge of Holdings (prior to a Qualified IPO) the Borrower or the Guarantors, threatened against the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, any of the Subsidiaries and or any of the Guarantors or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed, except where a the failure to so comply would have the same could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, and true and complete copies of such certificates of occupancy as are available using commercially reasonable efforts have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower Borrower, either Guarantor or any of the Subsidiaries TAFSI or any business, property (including the network of Truckstops operated by the Borrower's subsidiaries), assets or rights of any such person Person (i) that involve any Loan Transaction Document or the Transactions or (ii) that would reasonably be expected as to havewhich there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and Guarantors or TAFSI, nor any of their respective material properties or assets is assets, are in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) violate any material law, rule rule, regulation or regulation statute (including any zoning, building, Environmental and Safety Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, Property or is are in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to haveresult in a Material Adverse Effect. The issuance of the Letters of Credit will not violate any applicable law or regulation or violate or be prohibited by any judgment, individually writ, injunction, decree or in the aggregateorder of any Governmental Authority, where such violation would have a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for 80% of the aggregate value of the Mortgaged Properties, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectas currently constructed.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 8.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) any Responsible Officer of AbitibiBowater or the any Borrower, threatened in writing against Holdings or the affecting AbitibiBowater, any Borrower or any of the their respective Subsidiaries or any business, business or property or rights of any such person Person that (i) that involve purports to affect the legality, validity or enforceability of any Loan Document or the Transactions or (ii) that would could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)AbitibiBowater, the Borrower, the any Borrower and any of their respective Subsidiaries and nor any of their respective properties or assets is (i) in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation rule, regulation, statute (including any zoning, building, Environmental Laws, ordinance, code or approval or any building permitpermits) in respect of the conduct of its business, but excluding any Environmental Laws, which are the subject relationship with its employees and the ownership of Section 3.16) its property or any restriction restrictions of record or agreement agreements affecting any the Mortgaged PropertyProperties, where such violations could reasonably be expected to have a Material Adverse Effect or is (ii) in default with respect to any judgment, writ, injunction injunction, decree or decree of order of, any Governmental Authority, where such violation or default would reasonably be expected to havedefaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing or contemplated against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (other than the Tender Offers and the Spin-Off), (ii) that would involve the Tender Offers or the Spin-Off that could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect, or (iii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no adverse change in the status or financial effect on the Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental 46 41 Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Except as set forth on Schedule 3.09, certificates of occupancy and each Subsidiary permits to the extent required by law are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There As of the Closing Date, there are no actions, suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower Borrower, any director, officer, agent or employee thereof, or any of the Subsidiaries or any business, property or rights of any such person that (i) that involve any Loan Document or the Transactions or (ii) that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except (in the case of this clause (ii) only) for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of any Parent Entity’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (ba) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing or contemplated against Holdings or the a Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no adverse change in the status or financial effect on the U.S. Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)the Borrowers, the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, investigations, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (a) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including including, without limitation, the Communications Act, the regulations or orders of FCC or HPUC or DCCA or any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.12 (the "Litigation Schedule"), there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the best of knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against Holdings or affecting the Borrower Company or any of the its Subsidiaries or any business, property Property or rights of the Company or any such person of its Subsidiaries (i) that involve any Loan Investment Document or the Transactions or (ii) that would reasonably be expected as to have, individually or in the aggregate, which there is a Material Adverse Effectreasonable possibility of an adverse determination. (b) None Neither the Company nor any of Holdings (prior to a Qualified IPO), the Borrower, the its Subsidiaries and nor any of their respective material properties or assets is in violation of (nor will the continued operation of their its material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertyregulation, or is in default with respect to any material judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such except with respect to Environmental Laws and other environmental matters, which are addressed in Section 4.20 of this Agreement. (c) Except for matters set out in the Litigation Schedule, neither the Company nor any of its Subsidiaries is in breach of, default under, or in violation of: (a) any Applicable Law, decree, or order of any Governmental Authority, which breach, default or violation would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. ; or (cb) The Borrower and each Subsidiary any deed, lease, loan agreement, commitment, bond, note, deed of trust, restrictive covenant, license, indenture, contract, or other agreement, instrument or obligation to which it is a party or by which it is bound or to which its assets are in compliance with all Gaming Laws that are applicable to them and their businessessubject, except where a failure to so comply which breach, default or violation would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, except with respect to Environmental Laws and other environmental matters, which are addressed in Section 4.20 of this Agreement.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 8.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) any Responsible Officer of AbitibiBowaterResolute or the any Borrower, threatened in writing against Holdings or the affecting AbitibiBowaterResolute, any Borrower or any of the their respective Subsidiaries or any business, business or property or rights of any such person Person that (i) that involve purports to affect the legality, validity or enforceability of any Loan Document or the Transactions or (ii) that would could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)AbitibiBowaterResolute, the Borrower, the any Borrower and any of their respective Subsidiaries and nor any of their respective properties or assets is (i) in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation rule, regulation, statute (including any zoning, building, Environmental Laws, ordinance, code or approval or any building permitpermits) in respect of the conduct of its business, but excluding any Environmental Laws, which are the subject relationship with its employees and the ownership of Section 3.16) its property or any restriction restrictions of record or agreement agreements affecting any the Mortgaged PropertyProperties, where such violations could reasonably be expected to have a Material Adverse Effect or is (ii) in default with respect to any judgment, writ, injunction injunction, decree or decree of order of, any Governmental Authority, where such violation or default would reasonably be expected to havedefaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.9, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against Holdings or affecting the Borrower Company or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document Document, the Transactions or the Transactions Spin-off or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined in the ordinary course of such action, suit or proceeding, at the time of such determination, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Company or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation applicable to it (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed, except where a the failure to so comply would have the same could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (d) No exchange control law or regulation materially restricts any Borrower from complying with its obligations in respect of any Alternative Currency Swingline Loan or Letter of Credit or any other Loan Party with respect to its obligations under any Loan Document.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the its Restricted Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually or in the aggregate could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Neither the Borrower nor, to the knowledge of any of the Loan Parties after due inquiry, any of its Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”). (bi) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and any Restricted Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any lawcurrently applicable law (including, without limitation, any Anti-Corruption Laws), rule or regulation (including any zoningregulation, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, Property or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. , (cii) The each of the Borrower and each Restricted Subsidiary are in compliance with holds all Gaming Laws that are permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable to them and their businesseslaw, rule or regulation for the operation of its business as presently conducted, except where a failure to so comply as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any Restricted Subsidiary (A) is subject to regulation “as a natural-gas company” under the Natural Gas Act (“NGA”); or (B) is subject to regulation as a “public utility,” a “gas utility,” a “gas company” or other similar term under the laws of any state and (iv) none of the Lenders, the Agents and the Joint Lead Arrangers, solely by virtue of the execution, delivery and performance of this Agreement or the other Loan Documents, or consummation of the transactions contemplated hereby and thereby, shall be or become: (A) a “public-utility company,” a “holding company,” an “affiliate” of a “holding company,” an “associate company” of a “holding company,” or a “subsidiary company” of a “holding company,” as each such term is defined in PUHCA, or otherwise subject to regulation under PUHCA; (B) a “natural-gas company” or subject to regulation under the NGA; or (C) subject to regulation under the laws of any state with respect to public utilities.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the actual knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or Holdings, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed, except where a the failure to so comply would have the same could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, and true and complete copies of such certificates of occupancy as are available using commercially reasonable efforts have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve purport to affect the legality, validity or enforceability of any Loan Document or the Transactions as of the Closing Date, in the case of the Recapitalization, and at all times, in the case of the other Transactions (other than, in the case of any Mortgage, any condemnation proceeding) or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Neither the Borrower nor any of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would except as set forth on Schedule 3.09, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are is no actionsaction, suits suit, or proceedings at law proceeding, or any governmental investigation or any arbitration, in equity or by or on behalf of any Governmental Authority or in arbitration now pending, each case pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, material property or rights of any such person thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) that involve challenges the validity of this Agreement or any other Loan Document or the Transactions or Document, (ii) that would may reasonably be expected to have, individually have a material adverse effect on the ability of the Borrower to perform any of its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except as disclosed in the aggregateBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, may reasonably be expected to have a Material Adverse Effect. (b) None Neither the Borrower nor any of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertyrule, or is regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Except as set forth in or contemplated by the financial statements or other reports referred to in Section 3.02, (i) the Borrower and each Subsidiary are in compliance of its Subsidiaries have complied with all Gaming Laws that are applicable to them and their businessesEnvironmental Laws, except where a to the extent that failure to so comply would is not reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect., (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except 37

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 3.09, there are no not any material actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing against Holdings or the affecting such Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that which involve any Loan Document or or, as of the Closing Date, the Transactions or (ii) that would reasonably be expected as to havewhich there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or materially adversely affect the Transactions. (b) None of Holdings (prior to a Qualified IPO), the BorrowerBorrowers, the Subsidiaries and their respective material properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy, to the extent required by applicable law, and each Subsidiary all material permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Mining Law, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary Permits are in compliance with all Gaming Laws effect for each Mortgaged Property as currently constructed to the extent that such permits are required by any applicable to them law and their businesses, except where a failure to so comply would not could reasonably be expected to havebe material to the business or operations of the applicable Mortgaged Property. As of the Closing Date, individually no certificates of occupancy for any preparation plants comprising the Mortgaged Property have been required to be obtained (but have not been obtained) under applicable law that could reasonably be expected to be material to the business or in operations of the aggregate, a Material Adverse Effectapplicable Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing or contemplated against Holdings or the a Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, there has been no adverse change in the status or financial effect on the U.S.Parent Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)the Borrowers, the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties (including licensed properties) and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerParent, threatened in writing against Holdings or affecting the Parent, the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (a) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)the Parent, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no ongoing Regulatory Actions or other actions, suits or proceedings at law or in equity or, to the knowledge of Holdings, or the Borrower, investigations, by or on behalf of any Governmental Authority or in arbitration now pendingpending or ongoing, or, to the knowledge of Holdings (prior to a Qualified IPO) Holdings, or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries or any business, property or rights of any such person person, nor has any event occurred that (iwhether with notice or lapse of time or both) that involve could reasonably be expected to result in or constitute the basis for any Loan Document or the Transactions or (ii) that Regulatory Action, which, in any case, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) (i) any law, rule or regulation Law (including the Health Care Laws or any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of to Section 3.166.16) or (ii) any restriction of record or agreement affecting any Mortgaged of their respective Real Property, or (iii) is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in each case, where such violation or default in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower or any Subsidiary, all products manufactured, sold, or distributed by the Borrower or the Subsidiaries have been designed, manufactured, imported, exported, processed, developed, labeled, stored, tested, and marketed in compliance with all Gaming Laws that are applicable to them and their businessesHealth Care Laws, except where such failure could not reasonably be expected to have, individually or in the aggregate, a failure Material Adverse Effect. Except where such actions could not reasonably be expected to so comply have, individually or in the aggregate, a Material Adverse Effect, none of the products manufactured, packaged, labeled, imported, warehoused, sold or distributed by the Borrower, the Subsidiaries, or their respective facilities in which such products are manufactured, packaged, labeled, processed, stored or handled is subject to any warning letter from any Governmental Authority, any other adverse correspondence or notice from a Governmental Authority, or any investigation, penalty assessment, or other compliance or enforcement action by any Governmental Authority. To the knowledge of the Borrower or any Subsidiary, and except as otherwise publicly disclosed, none of the products manufactured, packaged, labeled, imported, sold or distributed by the Borrower or the Subsidiaries is subject to any seizure, recall, market withdrawal, removal or discontinuation (other than for commercial or other business reasons), whether such action was ordered by a Governmental Authority or undertaken voluntarily, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, none of the third-party entities that manufacture, process, label or package products distributed by the Borrower or the Subsidiaries is subject to any adverse action with regard to any product purchased and further distributed by the Borrower or the Subsidiaries, except where such adverse action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower, the Subsidiaries, nor to the knowledge of Holdings or the Borrower, any of their respective suppliers has received, nor is the Borrower or any Subsidiary aware of facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of their respective suppliers has adulterated, misbranded, mispackaged, or mislabeled any product or engaged in misleading advertising or promotion for any product or service offered by the Borrower or the Subsidiaries, except which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower and each Subsidiary are in compliance To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with all Gaming Laws respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth herein that are applicable to them and their businesses, except where a failure to so comply would not could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There As of the Closing Date, there are no actions, suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document, any Transaction Document or the Transactions or (ii) that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. As of the date of any Borrowing after the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its subsidiaries or any business, property or rights of any such person which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.12 (the "Litigation Schedule"), there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the best of knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against Holdings or affecting the Borrower Company or any of the its Subsidiaries or any business, property Property or rights of the Company or any such person of its Subsidiaries (i) that involve any Loan Investment Document or the Transactions Transaction or (ii) that would reasonably be expected as to have, individually or in the aggregate, which there is a Material Adverse Effectreasonable possibility of an adverse determination. (b) None Neither the Company nor any of Holdings (prior to a Qualified IPO), the Borrower, the its Subsidiaries and nor any of their respective material properties or assets is in violation of (nor will the continued operation of their its material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertyregulation, or is in default with respect to any material judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such except with respect to Environmental Laws and other environmental matters, which are addressed in Section 4.20 of this Agreement. (c) Except for matters set out in the Litigation Schedule, neither the Company nor any of its Subsidiaries is in breach of, default under, or in violation of: (a) any Applicable Law, decree, or order of any Governmental Authority, which breach, default or violation would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. ; or (cb) The Borrower and each Subsidiary any deed, lease, loan agreement, commitment, bond, note, deed of trust, restrictive covenant, license, indenture, contract, or other agreement, instrument or obligation to which it is a party or by which it is bound or to which its assets are in compliance with all Gaming Laws that are applicable to them and their businessessubject, except where a failure to so comply which breach, default or violation would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, except with respect to Environmental Laws and other environmental matters, which are addressed in Section 4.20 of this Agreement.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Except as set forth on Schedule 3.09, certificates of occupancy and each Subsidiary permits to the extent required by law are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There other than the Chapter 11 Cases, or as stayed upon the commencement of the Chapter 11 Cases or except as set forth on Schedule 3.09(a), there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened (in writing writing) against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions under the Transactions DIP Facility or (ii) that would could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Since the date of Holdings this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09(a) that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect and is not subject to the Automatic Stay. (prior c) Subject to a Qualified IPO)the entry of the Interim Order and the Final Order, as applicable, none of Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval or any building approval, permit, but excluding any Environmental Laws, which are the subject of Section 3.16Law and Environmental Permit) or any restriction restrictions of record or agreement agreements affecting any Mortgaged the Real Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse EffectEffect except to the extent any consequence of such violation or default is subject to the Automatic Stay. (cd) The Borrower Except as set forth on Schedule 3.09(d), certificates of occupancy and each Subsidiary permits are in compliance effect for each Real Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Prepetition Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Real Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrowerany Loan Party, threatened in writing against Holdings or the Borrower affecting any Loan Party or any of the Subsidiaries its subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None Since the Closing Date, there has been no change in the status of Holdings the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (prior to a Qualified IPO), the Borrower, the Subsidiaries and c) No Loan Party or any of its subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval approval, or any building permitpermits, but excluding any Environmental Laws, which are the subject of Section 3.16Law and any Environmental Permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (cd) The Borrower Certificates of occupancy (or the functional equivalent thereof) and each Subsidiary permits are in compliance with all Gaming Laws that are applicable to them and their businesseseffect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, except in each case, where a the failure to do so comply would could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on SCHEDULE 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since December 31, 2006, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any Lease or Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property property, assets or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected as to havewhich there is a reasonable possibility of an adverse determination and that, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule rule, regulation or regulation statute (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower To the extent required by applicable law in the jurisdiction in which each Mortgaged Property is located, certificates of occupancy and each Subsidiary permits are in compliance effect for such Mortgaged Property as currently constructed. True and complete copies of all certificates of occupancy and permits with all Gaming Laws that are applicable respect to them and their businesses, except where a failure each Mortgaged Property have been delivered to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCollateral Agent as mortgagee.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) The Borrower and each of the Domestic Subsidiaries and Material Foreign Subsidiaries is in compliance with all laws, regulations, consent decrees and orders of any Governmental Authority applicable to it (including, without limitation, the Patriot Act, ERISA, employee health and safety, margin regulations, Environmental Laws and Health Care Laws) or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Domestic Subsidiaries and or Material Foreign Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Lead Borrower, threatened in writing against Holdings or the affecting Borrower Holdco or any of the its Subsidiaries or any business, property or rights of any such person (ibut excluding any actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to Section 5.16) that involve any Loan Document or the Transactions or (ii) that would which if adversely determined could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None . To the knowledge of Holdings (prior to a Qualified IPO), the Lead Borrower, the none of Borrower Holdco or any of its Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval approval, or any building permit, but excluding any Environmental Laws, which are the subject of to Section 3.165.16) or any restriction of record or agreement affecting any Mortgaged Propertyproperty, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with . Schedule 5.09 lists all Gaming Laws ongoing litigation as of the Closing Date that are applicable to them and their businessesis material, except where a failure to so comply would notwithstanding such matters could not be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) the Parent or the Borrower, threatened in writing against Holdings or the Parent, the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Closing Date Transactions, (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (iii) that could materially and adversely effect the ability of the Loan Parties to fully and timely perform their respective obligations under the Loan Documents or the other documents executed in connection with the Transactions or the ability of the parties to consummate the Transactions or (iiiv) that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectreasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions. (b) None of Holdings (prior to a Qualified IPO)The Parent, the Borrower, the Subsidiaries Borrower and their respective properties or assets each Subsidiary is in violation of (nor will the continued operation of their material properties compliance with all laws, regulations, consent decrees and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityAuthority applicable to it (including, without limitation, the Federal Communications Act and the regulations thereunder, employee health and safety laws and Environmental Laws) or its property and all indentures, agreements and other instruments binding upon it or its property, except where such violation or default would reasonably be expected the failure to havecomply, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. No Default has occurred and is continuing.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing or contemplated against Holdings or the a Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since December 31, 2017, there has been no adverse change in the status or financial effect on the Parent Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)the Borrowers, the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties (including licensed properties) and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower Loan Parties or any of the their Subsidiaries or any business, property or rights of any such person (ibut excluding any actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to Section 5.16) that involve any Loan Document or the Transactions or (ii) that which, if adversely determined, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None To the knowledge of Holdings (prior to a Qualified IPO), the Borrower, none of the Loan Parties or their of its Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval approval, or any building permit, but excluding any Environmental Laws, which are the subject of to Section 3.165.16) or any restriction of record or agreement affecting any Mortgaged Propertyproperty, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with . Schedule 5.09 lists all Gaming Laws ongoing litigation as of the Closing Date that are applicable to them and their businessesis material, except where a failure to so comply would notwithstanding such matters could not be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 4.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) SSCC, JSCE or the Borrower, threatened in writing against Holdings or affecting SSCC, JSCE or the Borrower or any of the their respective Subsidiaries or any business, business or property or rights of any such person Person that (i) that involve purports to affect the legality, validity or enforceability of any Loan Document or the Transactions or (ii) that would could reasonably be expected to haveto, individually or in the aggregate, result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Neither SSCC, JSCE, the Borrower, the Borrower and their respective Subsidiaries and nor any of their respective properties or assets is (i) in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation rule, regulation, statute (including any zoning, building, Environmental Laws, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged PropertyProperties, where such violations could reasonably be expected to have a Material Adverse Effect or is (ii) in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The issuance of the Letters of Credit will not violate any applicable law or regulation or violate or be prohibited by any judgment, writ, injunction, decree or order of any Governmental Authority. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting, the Borrower or any of the its Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually or in the aggregate could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. Neither the Borrower nor any of its Subsidiaries, nor any of their Affiliates, is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”). (b) None (i) Neither the Borrower nor any of Holdings (prior to a Qualified IPO), the Borrower, the its Subsidiaries and nor any of their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, material real property nor is the Borrower or is any of its Subsidiaries in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. , and (cii) The the Borrower and each Subsidiary are in compliance with of its Subsidiaries holds all Gaming Laws that are permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable to them and their businesseslaw, rule or regulation for the operation of its business as presently conducted, except where a failure to so comply would not reasonably be expected to haveas could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, investigations, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would except as set forth on Schedule 3.09, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower Certificates of occupancy, if any, and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy, if any, have been delivered to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the any Borrower, threatened in writing against or affecting Holdings or the any Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrowers or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are None of Holdings, the Borrowers or any of the Subsidiaries is in compliance with all Gaming Laws that are applicable to them and their businessesviolation of any zoning or building law, except ordinance, rule, regulation or restriction affecting a Mortgaged Property or any building permit, including certificates of occupancy, where a failure to so comply would not such violation could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 10.16, and except for such actions, suits or proceedings with amounts or potential amounts individually in issue of less than [*], there are no actions, suits or proceedings at law or in equity or by or on behalf before any Public Authority relating to or arising from the Merck JV Business or any properties or assets part of any Governmental Authority the Merck Contributed Assets, or in arbitration now pendingrespect of this Agreement or any of the Ancillary Agreements, and which is pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerMerck, threatened in writing against Holdings or the Borrower it or any of its Subsidiaries. Schedule 10.16 sets forth a complete and correct list of all such actions, suits or proceedings that are active or have been active since January 1, 1993 (or, with respect to actual or potential Environmental Liabilities, January 1, 1991), and includes for completed matters a general description of the Subsidiaries or any business, property or rights results thereof (including the amount of any such person monetary judgments and the principal terms of any other relief assessed in connection therewith). (ib) that involve Except for any Loan Document or the Transactions or (ii) that non-compliance which would reasonably be expected to havenot, individually or in the aggregate, result in a Material Adverse Change or Effect, Merck and its Subsidiaries at all times since January 1, 1993 have been and are currently in compliance with (i) all Laws, Permits, published standards that have the force and effect of Laws, and Environmental Laws, applicable to the Merck JV Business, and (ii) all judgments, orders, writs, injunctions, decrees or rulings of Public Authorities applicable to the Merck JV Business. (bc) None In each case other than such Permits the absence of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to havenot, individually or in the aggregate, result in a Material Adverse Change or Effect. , Merck and its Subsidiaries have all licenses, permits, franchises, orders or approvals of any Public Authority, including under Environmental Laws, necessary to the conduct of the Merck JV Business (c) The Borrower and each Subsidiary collectively, “Permits”); such Permits are in compliance with full force and effect; and no proceeding is pending or, to the best knowledge of Merck, threatened, to revoke or limit any such Permit. Schedule 10.16 identifies all Gaming Laws Permits that are applicable nontransferable or that will require the consent of any Public Authority in order to them and their businesses, except where a failure give effect to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectTransactions.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination, and that, in the case of this clause (ii), if adversely determined could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, except where such violation or default would could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower Certificates of occupancy and each Subsidiary permits are in compliance effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with all Gaming Laws that are applicable respect to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting, the Borrower or any of the its Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually or in the aggregate could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. Neither the Borrower nor any of its A. PATRIOT Act”). (bi) None Neither the Borrower nor any of Holdings (prior to a Qualified IPO), the Borrower, the its Subsidiaries and nor any of their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, material real property nor is the Borrower or is any of its Subsidiaries in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. , and (cii) The the Borrower and each Subsidiary are in compliance with of its Subsidiaries holds all Gaming Laws that are permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable to them and their businesseslaw, rule or regulation for the operation of its business as presently conducted, except where a failure to so comply would not reasonably be expected to haveas could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, proceedings, claims or proceedings disputes at law or law, in equity or equity, in arbitration, by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing or contemplated against Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no adverse change in the status or financial effect on the Borrower and the Subsidiaries of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, any of the Subsidiaries and or any of their respective material properties (including licensed properties) or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, permits but excluding any Environmental LawsLaw which, which the parties acknowledge, are the subject of addressed in Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property3.17), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havecould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) the Company or the any Borrower, threatened in writing against Holdings or the Borrower or affecting, any of the Company and its Wholly Owned Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) that would which individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. (ba) None of Holdings (prior to a Qualified IPOExcept as set forth in Schedule 3.08(b), none of the Borrower, the Borrowers or any of their Wholly Owned Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged PropertyReal Property that is part of the Collateral, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (cb) The To the extent applicable, all the legal requirements of the Luxembourg law dated 31 May 1999, as amended, regarding the domiciliation of companies have been complied with by the Company, Holdco and the Initial Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businessesany other Borrower or Guarantor incorporated or existing under the laws of Luxembourg, except where a failure to so comply would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (c) To the best of the Company’s knowledge, the Company and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act (United States of America), the Corruption of Foreign Public Officials Act (Canada), United Nations Act (Canada), Export and Import Permits Act (Canada), Customs Act (Canada), regulations and orders made under any of the foregoing statutes and any other export controls or sanctions administered or enforced by the Government of United States of America, the Government of Canada, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or any analogous laws, for greater certainty, excluding the Special Economic Measures Act (Canada) (collectively, the “Sanctions”), in each case to the extent applicable, where failure to comply would have a Material Adverse Effect or could materially prejudice the Lenders or their reputations. (d) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by, a person that is (i) the subject of any Sanctions (as defined in paragraph (a) above); or (ii) located, organised or resident in Cuba, Iran, North Korea, Sudan or Syria. Each member of the Group has terminated any and all business activities, direct or indirect, with or in any country or territory listed in the preceding sentence. (e) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage, where such offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value would be reasonably likely to have a Material Adverse Effect or could materially prejudice the Lenders or their reputations.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.10, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerCompany, threatened in writing against Holdings or affecting Holdings, the Borrower Company or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Note Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Company or any of the Subsidiaries and nor any of their respective properties or assets is in violation of (of, nor will is the continued operation of their material properties and assets as currently conducted reasonably expected to violate) , any law, rule or regulation (including any Health Care Law, any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, to result in a Material Adverse Effect. (c) The Borrower Except as set forth on Schedule 4.10, there currently exists (i) no assertion of any claim of material violation by Holdings, the Company or any of the Subsidiaries of the Physician Self-Referral Laws, and each Subsidiary are (ii) no active inquiry, investigation or audit with respect to the compliance of Holdings, the Company or any of the Subsidiaries with the Physician Self-Referral Laws, in compliance with all Gaming Laws either case that are applicable to them and their businesses, except where a failure to so comply would not could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no not any actions, including Environmental Actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrower or, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or Transactions, (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (iii) that could materially and adversely affect the ability of the Loan Parties fully and timely to perform their respective payment and other material obligations under the Loan Documents or the other documents executed in connection with the Transactions or the ability of the parties to consummate the Transactions. (b) The Borrower and each Subsidiary is in compliance with all laws, regulations, consent decrees and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. (c) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and any Subsidiary or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Propertysuch material properties or assets, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where any such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Parent Borrower, threatened in writing against Holdings or the Parent Borrower or any of the Subsidiaries Restricted Subsidiary or any business, property or material rights of the Parent Borrower or any such person Restricted Subsidiary (i) that that, as of the Closing Date, involve any Loan Document or the Transactions or, at any time thereafter, involve any Loan Document or the Transactions and which could reasonably be expected to be material and adverse to the interests of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, or the Lenders, or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (ba) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the Borrower, Parent Borrower or any of the Restricted Subsidiaries and 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 violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not could reasonably be expected to have, individually or result in the aggregate, a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which is the subject of Section 3.17 or any energy regulation matter which is the subject of Section 3.23). (b) All material permits are in effect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There are no ongoing Regulatory Actions or other actions, suits or proceedings at law or in equity or, to the knowledge of Holdings, or the Borrower, investigations, by or on behalf of any Governmental Authority or in arbitration now pendingpending or ongoing, or, to the knowledge of Holdings (prior to a Qualified IPO) Holdings, or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or any of the Subsidiaries or any business, property or rights of any such person person, nor has any event occurred that (iwhether with notice or lapse of time or both) that involve could reasonably be expected to result in or constitute the basis for any Loan Document or the Transactions or (ii) that Regulatory Action, which, in any case, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) (i) any law, rule or regulation Law (including the Health Care Laws or any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of to Section 3.16), (ii) or any restriction of record or agreement affecting any Mortgaged of their respective Real Property, or (iii) is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in each case, where such violation or default in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower or any Subsidiary, all products manufactured, sold, or distributed by the Borrower or the Subsidiaries have been designed, manufactured, imported, exported, processed, developed, labeled, stored, tested, and marketed in compliance with all Gaming Laws that are applicable to them and their businessesHealth Care Laws, except where such failure could not reasonably be expected to have, individually or in the aggregate, a failure Material Adverse Effect. Except where such actions could not reasonably be expected to so comply have, individually or in the aggregate, a Material Adverse Effect, none of the products manufactured, packaged, labeled, imported, warehoused, sold or distributed by the Borrower, the Subsidiaries, or their respective facilities in which such products are manufactured, packaged, labeled, processed, stored or handled is subject to any warning letter from any Governmental Authority, any other adverse correspondence or notice from a Governmental Authority, or any investigation, penalty assessment, or other compliance or enforcement action by any Governmental Authority. To the knowledge of the Borrower or any Subsidiary, and except as otherwise publicly disclosed, none of the products manufactured, packaged, labeled, imported, sold or distributed by the Borrower or the Subsidiaries is subject to any seizure, recall, market withdrawal, removal or discontinuation (other than for commercial or other business reasons), whether such action was ordered by a Governmental Authority or undertaken voluntarily, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, none of the third-party entities that manufacture, process, label or package products distributed by the Borrower or the Subsidiaries is subject to any adverse action with regard to any product purchased and further distributed by the Borrower or the Subsidiaries, except where such adverse action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower, the Subsidiaries, nor to the knowledge of Holdings or the Borrower, any of their respective suppliers has received, nor is the Borrower or any Subsidiary aware of facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of their respective suppliers has adulterated, misbranded, mispackaged, or mislabeled any product or engaged in misleading advertising or promotion for any product or service offered by the Borrower or the Subsidiaries, except which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09 to the Disclosure Letter, there are no actions, suits or suits, proceedings or, to the knowledge of the Borrower, investigations at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would which could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 to the Disclosure Letter that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, in each case of the foregoing, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of Holdings (prior to a Qualified IPO) the Company or the any Borrower, threatened in writing against Holdings or the Borrower or affecting, any of the Company and its Wholly Owned Subsidiaries or any business, property or rights of any such person Person (i) as of the Signing Date, that involve any Loan Document or the Transactions or (ii) that would which individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions. (b) None of Holdings (prior to a Qualified IPOExcept as set forth in Schedule 3.08(b), none of the Borrower, the Borrowers or any of their Wholly Owned Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged PropertyReal Property that is part of the Collateral, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The To the extent applicable, all the legal requirements of the Luxembourg law dated 31 May 1999, as amended, regarding the domiciliation of companies have been complied with by the Company, Holdco and the Initial Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businessesany other Borrower or Guarantor incorporated or existing under the laws of Luxembourg, except where a failure to so comply would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (d) To the best of the Company’s knowledge, the Company and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act (United States of America), the Corruption of Foreign Public Officials Act (Canada), United Nations Act (Canada), Export and Import Permits Act (Canada), Customs Act (Canada), regulations and orders made under any of the foregoing statutes and any other export controls or sanctions administered or enforced by the Government of United States of America, the Government of Canada, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or any analogous laws, for greater certainty, excluding the Special Economic Measures Act (Canada) (collectively, the “Sanctions”), in each case to the extent applicable, where failure to comply would have a Material Adverse Effect or could materially prejudice the Lenders or their reputations. (e) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by, a person that is (i) the subject of any Sanctions; or (ii) located, organized or resident in a Sanctioned Country. Each of the Company and its Subsidiaries has terminated any and all business activities, direct or indirect, with or in any country or territory listed in the preceding sentence. (f) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage, where such offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value would be reasonably likely to have a Material Adverse Effect or could materially prejudice the Lenders or their reputations.

Litigation; Compliance with Laws. (a) There Except for the Chapter 11 Cases and for litigation that is stayed by the commencement and continuation of the Chapter 11 Cases or as otherwise set forth in Schedule 3.6, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrowerany Debtor, threatened in writing against Holdings or the Borrower or affecting any of the Subsidiaries Debtor or any business, property or rights of any such person Debtor (i) that involve challenge the enforceability or validity of any Loan Document or any of the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None No Debtor nor any of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets its property is in violation of (of, nor will the continued operation of their material properties and assets its property as currently conducted violate) , any law, rule or regulation (including any zoning, building, ordinance, code or approval Requirements of Law or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Property, Debtor’s property or is in default with respect to any judgment, writ, injunction injunction, decree, rule or decree order of any Governmental Authority, in each case where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) The Borrower No authorization, consent, approval, license or, or registration or filing with, any Governmental Authority is necessary or desirable for the execution, delivery and each Subsidiary are in compliance with all Gaming Laws that are applicable to them performance of this Agreement and their businessesthe other Loan Documents or for the consummation of the transactions contemplated hereby, except where a failure to so comply would not reasonably be expected to have, individually or in other than the aggregate, a Material Adverse EffectFinal Order.

Litigation; Compliance with Laws. (a) There are no actions, suits or suits, claims, disputes, proceedings at law or in equity or in arbitration or, to the knowledge of the Parent Borrower or the Co-Borrower, investigations by or on behalf of any Governmental Authority, now pending or threatened against the Parent Borrower, the Co-Borrower or any of their respective Subsidiaries or any business, Property or rights of any such person (including that involve any Loan Document or the Transactions) that, individually in the aggregate, have resulted in or could reasonably be expected to result in a Material Adverse Effect, except for any action, suit or proceeding at law or in equity by or on behalf of any Governmental Authority or in arbitration now pending, or, which has been disclosed in the Parent Borrower’s public filings with the SEC prior to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectClosing Date. (b) None of Holdings (prior to a Qualified IPO), the Parent Borrower, the Subsidiaries and Co-Borrower or any of their respective properties or assets Subsidiaries is in violation of (nor will the continued operation of their material properties and assets respective Property or business as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Property, of the Company’s Real Property or is in default with respect to any judgment, writ, injunction Order applicable to it or decree any of any Governmental Authority, its Property where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The Parent Borrower and each Subsidiary are of its Subsidiaries maintains in effect and enforces policies and procedures reasonably designed to ensure compliance with in all Gaming Laws that are applicable to them material respects by the Parent Borrower, its Subsidiaries and their businessesrespective directors, except where a failure to so comply would not reasonably be expected to haveofficers, individually or in the aggregateemployees, a Material Adverse Effectagents and representatives with applicable Anti-Corruption Laws, Sanctions Laws and Anti-Money Laundering Laws.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property property, assets or rights of any such person Person (i) that involve any Loan Transaction Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to haveto, individually or in the aggregate, result in a Material Adverse Effect. (b) None Except as set forth on Schedule 4.09, none of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and any Subsidiary or any of their respective properties or assets is assets, are in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) violate any law, rule rule, regulation or regulation statute (including any zoning, building, Environmental and Safety Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, Property or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower issuance of the Letters of Credit will not violate any applicable law or regulation or violate or be prohibited by any judgment, writ, injunction, decree or order of any Governmental Authority. (d) Certificates of occupancy and each Subsidiary permits (or other documents expressly provided for under applicable law in lieu thereof) are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions (x) on the Closing Date or (y) after Closing as to which there is a reasonable possibility of an adverse determination or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, 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 materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting Holdings, the Borrower or Borrower, any of the Subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the Closing Date, 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. (c) None of Holdings (prior to a Qualified IPO)Holdings, the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or material assets is in violation of (of, nor will the continued operation of their material properties and material assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending, pending or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or affecting the Borrower or any of the Subsidiaries or Subsidiary, any business, property or rights of any such person or the Project (i) that involve any Loan Document or the Transactions or Transactions, (ii) that would except as set forth on Schedule 3.09, or (iii) as to which, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, Borrower or any of the Subsidiaries and or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default would reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) . The Borrower has obtained each Environmental Permit and other material approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority that must be obtained, and FERC has accepted for filing each Subsidiary are rate schedule, agreement or tariff that must be filed, by or on behalf of the Borrower as of the Restatement Date to operate, maintain, repair, own or use the Project, to sell electricity from the Project or deliver fuel to the Project, and for Borrower to enter into each Loan Document and to consummate any transaction contemplated thereby, in compliance each case in accordance with all Gaming Laws applicable laws; provided, however, that are applicable to them and their businessesFERC has not yet acted upon the Change in Status Notice, except where a failure to so comply would not reasonably be expected to havefiled by Borrower on October 7, individually or 2005, in the aggregate, a Material Adverse Effect.Docket No. ER05-1266-002