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 the Tribe and by Borrower of the Loan Documents have been duly authorized by all necessary Tribal Council, Management Board and other action, and do not: (a) require any consent or approval not heretofore obtained of any enrolled tribal member, Tribal Council member, Management Board Member, security holder or creditor; (b) violate or conflict with any provision of the Constitution, charter, bylaws or other governing documents of the Tribe or of Borrower; (c) result in or require the creation or imposition of any Lien or Right of Others (other than pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquired; (d) violate any Law or Requirement of Law, including any Gaming Law, applicable to the Tribe or Borrower; (e) 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 constitute a “fraudulent conveyance,” “fraudulent obligation” or “fraudulent transfer” within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (f) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation to which the Tribe or Borrower is a party or by which the Tribe, Borrower or any of their Property is bound or affected; or (g) require any consent or approval of any Governmental Agency, or any notice to, registration or qualification with any Governmental Agency, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained); and the Tribe and Borrower are not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by the Tribe and by Borrower of the Loan Documents have been duly authorized by all necessary Tribal Council, Management Board and other action, and do not: (a) require any consent or approval not heretofore obtained of any enrolled tribal member, member or Tribal Council member, Management Board Membermember, security holder or creditor; (b) violate or conflict with any provision of the Constitution, charter, bylaws or other governing documents of the Tribe or of Borrower; (c) result in or require the creation or imposition of any Lien or Right of Others (other than pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquired; (d) violate any Law or Requirement of Law, including any Gaming Law, applicable to the Tribe or Borrower; (e) 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 constitute a “fraudulent conveyance,” “fraudulent obligation” or “fraudulent transfer” within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (f) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation to which the Tribe or Borrower is a party or by which the Tribe, Borrower or any of their Property is bound or affected; or (g) require any consent or approval of any Governmental Agency, or any notice to, registration or qualification with any Governmental Agency, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained); and the Tribe and Borrower are not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f5.2(f), in any respect that constitutes a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by the Tribe and by Borrower of the Loan Documents by Borrower and each Obligor, have been duly authorized by all necessary Tribal Council, Management Board and other corporate action, and do not and will not: (a) require Require any consent or approval not heretofore obtained of any enrolled tribal memberdirector, Tribal Council member, Management Board Memberstockholder, 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 Violate or conflict with any provision of the Constitution, charter, bylaws such Obligor's articles of incorporation or other governing documents of the Tribe or of Borrowerbylaws; (c) 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 pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquiredacquired by such Obligor; (d) violate Violate any Law or Requirement of Law, including any Gaming Law, Law applicable to such Obligor, in any material respect, or in any event require any consent of the Tribe West Virginia Lottery Commission, West Virginia Racing Commission or Borrowerany other Regulatory Board not heretofore obtained; (e) constitute Result in a “transfer breach 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 constitute a “fraudulent conveyance,” “fraudulent obligation” or “fraudulent transfer” within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (f) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation involving Property or obligations in excess of $1,000,000 to which the Tribe Borrower or Borrower any of its Subsidiaries is a party or by which the Tribe, Borrower or any of their its Subsidiaries or any of its Property is bound or affected; or (g) require and neither Borrower, any consent or approval of its Subsidiaries nor any Governmental Agency, or any notice to, registration or qualification with any Governmental Agency, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained); and the Tribe and Borrower are not other Obligor is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f4.2(e), in any respect that constitutes may reasonably be expected to have a Material Adverse Effect.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by the Tribe and by Borrower of the Loan Documents have been duly authorized by all necessary Tribal Council, Management Board and other action, and do not: (a) require any consent or approval not heretofore obtained of any enrolled tribal member, Tribal Council member, Management Board Member, security holder or creditor; (b) violate or conflict with any provision of the Constitution, charter, bylaws or other governing documents of the Tribe or of the Borrower; (c) result in or require the creation or imposition of any Lien or Right of Others (other than pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquired; (d) violate any Law law or Requirement of LawLegal Requirement, including any Gaming Law, applicable to the Tribe or the Borrower; (ed) 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 constitute a “fraudulent conveyance,” “fraudulent obligation” or “fraudulent transfer” within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (fe) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation to which the Tribe or the Borrower is a party or by which the Tribe, Tribe or the Borrower or any of their Property its assets is bound or affected; or (gf) require any consent or approval of any Governmental AgencyAuthority, or any notice to, registration or qualification with any Governmental AgencyAuthority, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained)Date; and neither Tribe nor the Tribe and Borrower are is not in violation of, or default under, any Legal Requirement of Law or Contractual Obligation, the Bank Loan Agreement or any other material indenture, loan or credit agreement described in Section 4.2(f), in any respect that constitutes a Material Adverse Effectagreement.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by the Tribe and by Borrower of the Loan Documents have been duly authorized by all necessary Tribal Council, Management Board and other action, and do not: (a) require any consent or approval not heretofore obtained of any enrolled tribal member, Tribal Council member, Management Board Member, security holder or creditor; (b) violate or conflict with any provision of the Constitution, charter, bylaws or other governing documents of the Tribe or of the Borrower; (c) result in or require the creation or imposition of any Lien or Right of Others (other than pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquired; (d) violate any Law law or Requirement of LawLegal Requirement, including any Gaming Law, applicable to the Tribe or the Borrower; (ed) 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 constitute a “fraudulent conveyance,” “fraudulent obligation” or “fraudulent transfer” within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (fe) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation to which the Tribe or the Borrower is a party or by which the Tribe, Tribe or the Borrower or any of their Property its assets is bound or affected; or (gf) require any consent or approval of any Governmental AgencyAuthority, or any notice to, registration or qualification with any Governmental AgencyAuthority, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained)Date; and neither Tribe nor the Tribe and Borrower are not is in violation of, or default under, any Legal Requirement of Law or Contractual Obligation, the Bank Group Loan Agreement or any other material indenture, loan or credit agreement described in Section 4.2(f), in any respect that constitutes a Material Adverse Effectthe violation or default of which can reasonably be expected to materially adversely affect the rights and obligations of the parties under this Agreement.

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower and its Subsidiaries of the Tribe Loan Documents and by Borrower the execution of the Loan Documents have been duly authorized by all necessary Tribal Council, Management Board limited liability company and other corporate action, and do not: (a) require any consent or approval not heretofore obtained of any enrolled tribal member, Tribal Council memberdirector, Management Board Memberstockholder, security holder or creditorcreditor of such Party; (b) violate or conflict with any provision of the Constitutionsuch Party's limited liability company agreement, charter, bylaws partnership agreement, articles of incorporation or other governing documents of the Tribe or of Borrowerbylaws, as applicable; (c) result in or require the creation or imposition of any Lien or Right of Others (other than pursuant to the Collateral Documents) upon or with respect to any Authority Property now owned or leased or hereafter acquiredacquired by such Party; (d) violate any Law or Requirement of Law, including any Gaming Law, applicable to the Tribe or Borrowersuch Party; (e) 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 constitute a “"fraudulent conveyance,” “" "fraudulent obligation” " or “"fraudulent transfer” " within the meanings of the Uniform Fraudulent Conveyances Act or Uniform Fraudulent Transfer Act, as enacted in any applicable jurisdiction; (f) result in a material breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a material breach of or default under, or cause or permit the acceleration of any obligation owed under, any mortgage, indenture or loan or credit agreement or any other Contractual Obligation to which the Tribe or Borrower such Party is a party or by which the Tribe, Borrower such Party or any of their its Property is bound or affected; or (g) require any consent or approval of any Governmental Agency, or any notice to, registration or qualification with any Governmental Agency, not heretofore obtained or obtained concurrently with the Closing Date (or, as to the Leasehold Mortgage, as hereafter may be obtained); and the Tribe and Borrower and its Subsidiaries are not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f), in any respect that constitutes a Material Adverse Effect.