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

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – - Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to conduct their respective businesses, to own and lease their respective Properties, to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. As of the Closing Date, the chief executive offices of Borrower are located in Uncasville, Connecticut at the address for notices set forth on the signature pages hereto. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Authority Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The -------------------------------------------------------- Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – - Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are is in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to conduct their respective business, to own and lease their respective Properties, to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. As of the Closing Date, the chief executive offices of Borrower are located in Uncasville, Connecticut at the address for notices set forth on the signature pages hereto. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Authority Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so ------ to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a an Indian Tribe pursuant to a determination of the Assistant Secretary – Secretary—Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated date July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. The Borrower is a an unincorporated governmental instrumentality of the Tribe. As of the Closing Datedate hereof, each of the Tribe and the Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Lawlaw, Borrower each of the Tribe and the Tribe are Borrower is qualified to do business and are in good standing under the laws of each jurisdiction in which they it is qualified to do business and are in good standing under the laws of each jurisdiction in which it is required to be qualified by reason of the location or the conduct of their its business. The Tribe and the Borrower each have has all requisite power and authority to execute and deliver each Loan Document to which they are a Party and to perform their respective its Obligations. The Each of the Tribe and the Borrower are is in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws laws and other legal requirements applicable to their its existence and business (including without limitation, IGRA and all Gaming Laws), have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a an Indian Tribe pursuant to a determination of the Assistant Secretary – Secretary—Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated date July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. . The Borrower is a an unincorporated governmental instrumentality of the Tribe. As of the Closing Datedate hereof, each of the Tribe and the Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Lawlaw, Borrower each of the Tribe and the Tribe are Borrower is qualified to do business and are in good standing under the laws of each jurisdiction in which they it is qualified to do business and are in good standing under the laws of each jurisdiction in which it is required to be qualified by reason of the location or the conduct of their its business. The Tribe and the Borrower each have has all requisite power and authority to execute and deliver each Loan Document to which they are a Party and to perform their respective its Obligations. The Each of the Tribe and the Borrower are is in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws laws and other legal requirements applicable to their its existence and business (including without limitation, IGRA and all Gaming Laws), have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – Indian Affairs, dated March 7, 1994, published in of the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994Interior, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each Each of the Tribe and the Borrower is or will be able to issue obligations the interest on which is exempt from gross income for federal income tax purposes under Sections 103 and 7871(c) of the Code as of the issuance of each Tax Exempt Loan. Each of the Tribe and the Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of the Borrower are exempt from federal income taxation. To the extent required by Law, Borrower the Tribe and the Tribe Borrower are qualified to do business and are is in good standing under the laws of each jurisdiction in which they are it is required to be qualified by reason of the location or the conduct of their its business. The Tribe and the Borrower each have has all requisite power and authority to conduct its business, to own and lease its Properties, to execute and deliver each Loan Document to which they are a Party and to perform their respective the Revolving Obligations. The Tribe and the Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws and other legal requirements applicable to their its existence and business (including without limitation, IGRA and all Gaming Laws), have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The -------------------------------------------------------- Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – - Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to ------ file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is -------------------------------------------------------- federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – - Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, B. 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are is in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to conduct their respective business, to own and lease their respective Properties, to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. As of the Closing Date, the chief executive offices of Borrower are located in Uncasville, Connecticut at the address for notices set forth on the signature pages hereto. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Authority Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – Indian Affairs, dated March 7, 1994, published in of the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, 1994Interior, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each Each of the Tribe and the Borrower is or will be qualified to issue obligations the interest on which is exempt from gross income for federal income tax purposes under Sections 103 and 7871(c) of the Code as of the issuance of each Tax Exempt Loan. Each of the Tribe and the Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of the Borrower are exempt from federal income taxation. To the extent required by Law, Borrower the Tribe and the Tribe Borrower are qualified to do business and are is in good standing under the laws of each jurisdiction in which they are it is required to be qualified by reason of the location or the conduct of their its business. The Tribe and the Borrower each have has all requisite power and authority to conduct its business, to own and lease its Properties, to execute and deliver each Loan Document to which they are a Party and to perform their respective the Revolving Obligations. The Tribe and the Borrower are each is in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws and other legal requirements applicable to their its existence and business (including without limitation, IGRA and all Gaming Laws), have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their its business, except EXCEPT where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. The Tribe is -------------------------------------------------------- federally recognized as a Indian Tribe pursuant to a determination of the Assistant Secretary – - Indian Affairs, dated March 7, 1994, published in the Federal Register on March 15, 1994, as amended by a correction dated July 1, 1994, published in the Federal Register on July 20, B. 1994, and as an Indian Tribal government pursuant to Sections 7701(a)(40)(A) and 7871(a) of the Internal Revenue Code, Title 26 U.S.C. Borrower is a governmental instrumentality of the Tribe. As of the Closing Date, each of the Tribe and Borrower is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the gaming and other revenues of Borrower are exempt from federal income taxation. To the extent required by Law, Borrower and the Tribe are qualified to do business and are in good standing under the laws of each jurisdiction in which they are required to be qualified by reason of the location or the conduct of their business. The Tribe and the Borrower each have all requisite power and authority to execute and deliver each Loan Document to which they are a Party and to perform their respective Obligations. The Tribe and Borrower are in material compliance with the terms of the Compact, the Gaming Authority Ordinance, the Gaming Ordinance and with all Laws and other legal requirements applicable to their existence and business (including without limitation, IGRA and all Gaming Laws), have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.