Common use of Authority; Compliance With Other Agreements and Instruments and Government Regulations Clause in Contracts

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries of the Loan Documents to which it is a Party have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party is a party or by which such Party or any of its Property is bound or affected; and no Borrower nor any Subsidiary thereof is in default under any Law, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries of the Borrower, Holdings and each Subsidiary of Borrower of each Loan Documents Document to which it is a Party and the consummation of the other transactions contemplated to occur on the Closing Date have been duly authorized by all necessary limited liability company or other corporate action, and do not and will not:not Table of Contents (a) Except as set forth in Schedule 4.2, require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor;creditor of such party, (b) Violate violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, party’s articles of incorporation incorporation, organization or other organizational documents, including, without limitation, any operating agreements or bylaws, or amendments thereto, as applicable;, (c) Result result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party;party (other than Permitted Liens and Liens created by the Loan Documents), (d) Violate violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Partyparty, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or (e) Result result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party party is a party or by which such Party party or any of its Property is bound or affected; and no as of the Closing Date, neither Borrower nor any Subsidiary thereof Holdings is in default under any Law, order, writ, judgment, injunction, decree, determination or awardviolation of, or default under, any indentureRequirement of Law or Contractual Obligation, agreement, lease or instrument including any Contractual Obligation described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each of Borrower and its Subsidiaries of the Loan Credit Documents and the Acquisition Documents to which it is a Party have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Credit Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision of any Law (including, without limitation, Regulations T, U and/or or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither Borrower nor any Subsidiary thereof is in default under any Law, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank Creditor or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers Borrower and their its Subsidiaries, taken as a whole.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries of the Loan Documents to which it is a Party by Borrower and each other Obligor have been duly authorized by all necessary corporate action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or (in the case of any Creditor except where the failure to obtain any such creditor's consent may not reasonably be expected to have any Material Adverse Effect) any creditor of such Obligor; (b) Violate or conflict with any provision of such PartyObligor's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result Except to the extent contemplated by the Loan Documents, result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such PartyObligor; (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; orObligor in any material respect; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease Contractual Obligation involving Property or instrument obligations in excess of $5,000,000 to which such Party Obligor is a party or by which such Party Obligor or any of its Property is bound or affected; and no neither Borrower nor any Subsidiary thereof other Obligor is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse may reasonably be expected to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Parent and each Borrower and its Subsidiaries of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate or partnership action, as applicable, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, ’s charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or, subject to obtaining the authorizations from, or filings with, the Governmental Authorities described in Schedule 4.3; (e) Result in a breach by such Party of or constitute a default by such Party under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and no Borrower neither Parent, Borrowers nor any Subsidiary thereof of their Significant Subsidiaries is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse constitutes a Material Adverse Effect. The execution, delivery and performance by Parent and the Company of the Caesars Merger Agreement and the consummation of the Caesars Merger and related transactions have been duly authorized by all necessary corporate or other organizational action of Parent, the Company and their respective Subsidiaries as of the Effective Date, and at the Effective Date, will not: (a) Require any material consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party’s charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party, in each case to the interests extent that such Lien or Right of Agent Others is prohibited by this Agreement; (d) Violate any Requirement of Law applicable to such Party, subject to obtaining the authorizations from, or filings with, the Governmental Authorities described in Schedule 4.3; or (e) Result in a breach by such Party of or constitute a default by such Party under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any Bank other Contractual Obligation to which such Party is a party or that would have by which such Party or any material adverse effect on the business, operations of its Property is bound or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a wholeaffected.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries Lease Obligor of the Loan Operative Documents to which it is a Party party have been duly authorized by all necessary corporate action, and do not and will not: (ai) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditorcreditor of such Lease Obligor; (bii) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, Lease Obligor’s charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (ciii) Result Other than as provided in the Operative Documents, result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property property now owned or leased or hereafter acquired by such PartyLease Obligor; (div) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such PartyLease Obligor, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule VIII; or (ev) Result in a breach by such Lease Obligor of or constitute a default by such Lease Obligor under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party Lease Obligor is a party or by which such Party Lease Obligor or any of its Property property is bound or affectedaffected where such breach, default or acceleration would (A) result in a Material Debt Event or (B) otherwise result in a Material Adverse Effect; and no Borrower nor any Subsidiary thereof Lease Obligor is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(eclause (v), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries each Significant Subsidiary of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate (or partnership or other organic) action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholderstockholder or other equity holder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles or certificate of incorporation incorporation, or bylaws, articles of organization or amendments theretooperating agreement, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty other than a Lien or Right of Others created in favor of the Lenders as contemplated under and pursuant to the Loan Documents; (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or, subject to obtaining the authorizations from, or filings with, the Government Agencies described in Schedule 4.3; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither Borrower nor any Significant Subsidiary thereof is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower of Borrowers and its Subsidiaries each of the Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (OTHER THAN Liens and Rights of Others created by the Loan Documents); (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in SCHEDULE 4.3; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation (OTHER THAN the Loan Documents) to which such Party is a party or by which such Party or any of its Property is bound or affected; and no Borrower nor none of Borrowers or any Subsidiary thereof of the Guarantors is in default under any Law, order, writ, judgment, injunction, decree, determination or awardviolation of, or default under, any indentureRequirement of Law or Contractual Obligation, agreement, lease or instrument INCLUDING any Contractual Obligation described in this Section 4.2(e4.2(E), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each of Borrower and its Subsidiaries of the Loan Documents to which it is a Party party have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Partyparty's partnership agreement, certificate of limited 30 partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property property now owned or leased or hereafter acquired by such Partyparty; (d) Violate any provision of any Law law (including, without limitation, Regulations G, T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Partyparty; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party party is a party or by which such Party party or any of its Property property is bound or affected; and no neither Borrower nor any Subsidiary thereof is in default under any Lawlaw, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in this Section Subparagraph 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers Borrower and their its Subsidiaries, taken as a whole.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The Except as set forth in Schedule 6.2, the execution, delivery and performance of each Loan Document by each Borrower and its Subsidiaries of Party, to the Loan Documents to which it extent such Party is a Party party thereto, have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided permitted under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Constitute a "transfer of an interest" or an "obligation incurred" that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitutes a "fraudulent transfer" or "fraudulent obligation" within the meaning of the Uniform Fraudulent Transfer Act as enacted in any jurisdiction or any analogous Law; (e) Violate any provision of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve SystemSystem or the usury laws of any jurisdiction), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; or (ef) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither the Borrower nor any Subsidiary thereof Pres▇▇▇ ▇▇▇aware is in default under any Law, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in Schedule 6.2 as contemplated above in this Section 4.2(esubsection (f), in any respect that is materially adverse to the interests of Agent the Agent, the Issuing Banks, the LC Guarantor or any Bank the Lenders or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a wholethe Borrower or Pres▇▇▇ ▇▇▇aware.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower of Borrowers and its Subsidiaries each of the Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such PartyParty (OTHER THAN Liens and Rights of Others created by the Loan Documents); (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in SCHEDULE 4.3; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation (OTHER THAN the Loan Documents) to which such Party is a party or by which such Party or any of its Property is bound or affected; and no Borrower nor none of Borrowers or any Subsidiary thereof of the Guarantors is in default under any Law, order, writ, judgment, injunction, decree, determination or awardviolation of, or default under, any indentureRequirement of Law or Contractual Obligation, agreement, lease or instrument INCLUDING any Contractual Obligation described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each of Borrower and its Subsidiaries of the Loan Credit Documents and the Acquisition Documents to which it is a Party have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Party's ’s partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Credit Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision of any Law (including, without limitation, Regulations T, U and/or or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither Borrower nor any Subsidiary thereof is in default under any Law, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank Creditor or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers Borrower and their its Subsidiaries, taken as a whole.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries each Subsidiary of Borrower of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, certificates or articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither Borrower nor any Subsidiary thereof of its Subsidiaries is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries of the Loan Documents to which it is a Party have been duly authorized by all necessary action, and do not and will not: (a) Except as set forth in Schedule 4.2, require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision of any Law (including, without limitation, Regulations G, T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; or (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Party is a party or by which such Party or any of its Property is bound or affected; and no Borrower nor any Subsidiary thereof is in default under any Law, order, writ, judgment, injunction, decree, determination or award, or any indenture, agreement, lease or instrument described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries of the Loan Documents to which it is a Party by Borrower and each Obligor, have been duly authorized by all necessary corporate action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or (in the case of any Creditor except where the failure to obtain any such creditor’s consent may not reasonably be expected to have any Material Adverse Effect) any creditor of such Obligor; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, Obligor’s articles of incorporation or bylaws, or amendments thereto, as applicable; (c) Result Except to the extent contemplated by the Loan Documents, result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such PartyObligor; (d) Violate any provision Requirement of Law applicable to such Obligor, in any Law (includingmaterial respect, without limitation, Regulations T, U and/or X or in any event require any consent of the West Virginia Lottery Commission, the West Virginia Racing Commission or any other Regulatory Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability to such Party; ornot heretofore obtained; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease Contractual Obligation involving Property or instrument obligations in excess of $1,000,000 to which such Party Borrower or any of its Subsidiaries is a party or by which such Party Borrower or any of its Subsidiaries or any of its Property is bound or affected; and no Borrower neither Borrower, any of its Subsidiaries nor any Subsidiary thereof other Obligor is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse may reasonably be expected to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a wholeMaterial Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and its Subsidiaries each Guarantor of the Loan Documents to which it is a Party Party, and the execution, delivery and performance by Borrower and its Subsidiaries of the Merger Agreement, have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) Except as set forth in Schedule 4.2, require Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditorcreditor of such Party; (b) Violate or conflict with any provision of such Party's partnership agreement, certificate of limited partnership, charter, articles of incorporation incorporation, operating agreement or bylaws, or amendments thereto, as applicable; (c) Result in or require the creation or imposition of any Lien or Right of Others (other than as provided under the Loan Documents) upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any provision Requirement of any Law (including, without limitation, Regulations T, U and/or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect and having applicability applicable to such Party; or, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease or instrument Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and no neither Borrower nor any Subsidiary thereof Guarantor is in violation of, or default under under, any Law, order, writ, judgment, injunction, decree, determination Requirement of Law or awardContractual Obligation, or any indenture, agreement, lease loan or instrument credit agreement described in this Section 4.2(e), in any respect that is materially adverse to the interests of Agent or any Bank or that would have any material adverse effect on the business, operations or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as constitutes a wholeMaterial Adverse Effect.