Common use of Initial Advance Clause in Contracts

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (i) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (ik) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jl) and (km) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and BorrowerXxxxxxxx; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty), a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Northstar Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2023 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (km) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower Xxxxxxxx and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will The Bank shall not be obligated to fund make the initial Loans hereunderAdvance until it shall have received the following, each dated the Effective Date unless otherwise indicated and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (i) below, each which shall be in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):Bank: (a) an the Note, duly executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrowerby the Company; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a)the Pledge and Security Agreement, a Revolver Note, payable to duly executed by the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line LenderCompany; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty duly executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Companythe Guarantor; (d) from any Restricted Company organized under the Laws original executed copy of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock NationsBanc Note and an agreement substantially in the North Star Subsidiaries and the Concessioner Subsidiaries)form of Exhibit 11.01(d) hereto, (i) that has not previously executed a Pledge Agreement, a Pledge Agreement duly executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such PersonCompany and NationsBanc; (e) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of each Transaction Document to which it is a party and other matters contemplated hereby, certified by the Secretary or an Officers’ Certificate for each Restricted Assistant Secretary of the Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates a copy of Existence the resolutions of the Board of Directors of the Guarantor authorizing the execution, delivery and Good Standing (Account Status) for performance of each domestic Restricted Company from its state Transaction Document to which it is a party and other matters contemplated hereby, certified by the Secretary or an Assistant Secretary of organization, each dated as of a recent datethe Guarantor; (g) Legal opinions a certificate signed by the Secretary or an Assistant Secretary of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel the Company as to the Restricted Companies, incumbency and such local counsel as Administrative Agent shall request, each in form signature of the person or persons authorized to execute and substance satisfactory deliver this Agreement and the other Transaction Documents to Administrative Agentwhich it is a party and any other instrument or agreement hereunder and under any Transaction Document; (h) a certificate signed by a Responsible Officer certifying that (i) all the Secretary or an Assistant Secretary of the representations Guarantor as to the incumbency and warranties signature of the Companies in person or persons authorized to execute and deliver the Loan Papers are true Guaranty and correct in all material respects (except any other Transaction Documents to the extent qualified by materiality, in which case they shall be true it is a party and correct); (ii) no Default any other instrument or Potential Default exists agreement hereunder and under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse EventTransaction Document; (i) evidence that all insurance required to be maintained pursuant to a completed Borrowing Base Certificate as of the Loan Papers has been obtained and is in effectlast day of the month preceding the initial request for a credit extension hereunder; (j) payment copies of all fees payable on or prior the insurance policies required to be maintained under Section 10.05; -29- (k) a favorable written opinion of counsel to the Closing Date Company and the Guarantor satisfactory to Administrative Agentthe Bank, any Related Party of Administrative Agentaddressed to the Bank, as to the matters and any Lender as provided for to the effect set forth in Section 5Exhibit 11.01(k) hereto; and (kl) unless waived by Administrative Agentsuch other documents, payment in full of all reasonable fees, expenses, certificates and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, opinions as the Bank may reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequire.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (ik) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jl) and (km) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx XxxxxxxxXxxxx X. Xxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (km) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (ik) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jl) and (km) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and BorrowerXxxxxxxx; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx XxxxxxxxXxxxx Xxxxxxx, General Counsel Senior Counsel, Corporate Governance & Securities of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (km) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower Xxxxxxxx and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated On or prior to fund the Closing Date or initial Loans hereunderAdvance, and to the L/C Issuers will not be obligated extent indicated below, Borrowers shall have delivered to issue Agent the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses following: (a) through (i) belowduly executed copies of the following, each in form and substance satisfactory acceptable to Administrative Agent Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) the intellectual property security agreement; (iv) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof, prior to the initial Advance; (v) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of such Borrower; (B) the bylaws, operating agreement or similar governing document of such Borrower; (C) resolutions of such Borrower’s Board or consent of sole member evidencing approval of (1) the Loan and other transactions contemplated by the Loan Documents, and with respect to Parent, (2) the Warrant and issuance of Equity Interests in accordance with its terms; (D) resolutions of the Lendersholders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement, and to the conditions extent required pursuant to the terms of the Charter or other governing document, in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1case, which items are hereby permitted to be delivered or satisfied after as in effect as of the Closing Date, but not later and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (vi) a legal opinion of Borrowers’ counsel; (vii) a subordination agreement, duly executed by each of Blue Flame Capital, LLC, Loxx Xxx Xxxxxxxx xnd Raxxx Xxxxx; (viii) a subordination agreement, duly executed by Halcyon Consulting, LLC; (ix) an Inventory Financing Intercreditor Agreement, duly executed by Ally Bank and Ally Financial Inc.; (x) any other Loan Documents (other than the respective dates for delivery or satisfaction specified on Schedule 7.1):Warrant, which shall be delivered pursuant to subsection (b) below); (axi) an executed counterpart and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of this Agreement, sufficient in number for distribution Agent with respect to Administrative Agent, each Lender, and Borrowerall Collateral (provided that no certificates of title need be delivered or endorsed); (b) Originals of the following, in form and substance acceptable to Agent: (i) with respect to the Warrant, and (ii) any Revolver Lender requesting a Revolver Note certificates evidencing Shares pledged pursuant to Section 3.1(a)3.3, a Revolver Note, payable to the order together with any unit powers or other instruments of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lendertransfer; (c) a certificate of good standing for each Borrower from any Restricted Company (its state of incorporation and similar certificates from all other than Borrower) organized under jurisdictions in which it does business and where the Laws of the United States (or any state thereof) (i) that has not previously executed failure to be qualified could have a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted CompanyMaterial Adverse Effect; (d) from any Restricted Company organized under the Laws payment of the United States (or any state thereof) holding capital stock or other equity interests Facility Charge and reimbursement of any Restricted Subsidiary (other than stock in the North Star Subsidiaries Agent’s and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Lender’s current expenses reimbursable pursuant to this Agreement, a Pledge Agreement executed by such Personwhich amounts may be deducted from the initial Advance; (e) all certificates of insurance, pledging the portion endorsements, and copies of such capital stock or other equity interests each insurance policy required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating except to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable;the extent delivery after the Closing Date is permitted in accordance with Section 7.24; and (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated such other documents as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall may reasonably request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (i) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent dateafter February 17, 2014; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2013 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated The obligation of each Lender to fund make the initial Loans hereunderAdvance to be made by it is subject to the following conditions precedent, and each of which shall be satisfied prior to the L/C Issuers will not be obligated to issue making of the initial L/Cs hereunder, Advances (unless Administrative Agent has received each all of the items Lenders, in clauses their sole and absolute discretion, shall agree otherwise): (a) through (i) belowThe Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each Party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and each its legal counsel (unless otherwise specified or, in the case of the Lendersdate of any of the following, and unless the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered Administrative Agent otherwise agrees or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1directs): (a1) an at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to Administrative Agent, the Lenders and Borrowers; (2) a Note executed by Borrowers in favor of each Lender, and Borrowerin a principal amount equal to that Lender's Pro Rata Share of the Commitment; (b3) the Omnibus Documents Amendment executed by Borrowers, Parent and the Sibling Guarantors; (i4) such financing statements on Form UCC-1 executed by Borrowers with respect to any Revolver Lender requesting the Security Agreement as the Administrative Agent may request; (5) a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order Deed of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) Trust Amendment with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order Palace Deed of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested Trust executed by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line LenderPalace; (c6) from any Restricted Company (other than Borrower) organized under a Deed of Trust Amendment with respect to the Laws Boulder Deed of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty Trust executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted CompanyBoulder; (d7) from any Restricted Company organized under a Deed of Trust Amendment with respect to the Laws Texas Deed of Trust executed by Texas; (8) a Deed of Trust Amendment with respect to the St. Xxxxxxx Deed of Trust executed by St. Xxxxxxx; (9) a Deed of Trust Amendment with respect to each of the United States Kansas City Deeds of Trust executed by Kansas City; (or any state thereof10) holding capital stock or other equity interests a Deed of any Restricted Subsidiary Trust Amendment with respect to the Sunset Deed of Trust executed by Sunset; (other than stock in 11) the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Intercreditor Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such PersonCollateral Agent and the Revolver Agent; (e12) an Officers’ Certificate for each Restricted Company, relating a written acknowledgment from First Security Trust Company of Nevada to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, the effect that the Sunset Intercreditor Agreement remains effective and incumbency, as applicable; (f13) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted assurances from the Title Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel that it is prepared to issue such endorsements with respect to the Restricted Companiestitle insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such local counsel assurances as the Administrative Agent shall request, each in form and substance satisfactory may reasonably require from title re-insurers acceptable to the Administrative Agent; (h14) with respect to each Borrower and each of the Guarantors, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of such Borrower and each such Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (15) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied; (16) a certificate signed of insurance issued by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except Borrowers' insurance carrier or agent with respect to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Deeds of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent; (17) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Papers has Agreement remains effective; (18) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (19) a Certificate of a Senior Officer of Parent certifying that incurrence by Borrowers of the Obligations will not violate the Indentures governing any Subordinated Obligation; (20) a Certificate of a Senior Officer of each of the Borrowers certifying that the conditions specified in Sections 11.1(G) and 11.1(H) have been obtained satisfied; and (21) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.5 shall have been paid. (d) The Revolving Loan Agreement shall concurrently close. (e) The Term Loan (as such term is defined in the Existing Loan Agreement) shall be concurrently repaid (with interest) in full. (f) The reasonable costs and is expenses of the Administrative Agent in effect;connection with the preparation of the Loan Documents payable pursuant to Section 14.3, and invoiced to Borrowers prior to the Closing Date, shall have been paid. (g) Parent shall have delivered to the trustees under the Indentures governing all Subordinated Obligations a written statement designating the Obligations as "Designated Senior Indebtedness" under such Indentures. (h) The representations and warranties of Borrowers contained in ARTICLE 4 shall be true and correct. (i) Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. (j) payment of all fees payable on or prior All legal matters relating to the Closing Date Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to the Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and. (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the The Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent Date shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred on or before October 31, 1999.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunderLoan, and the L/C Issuers Agent will not be obligated to issue the initial L/Cs hereunderC, unless Administrative Agent has received each of the items in clauses (a) through - (ig) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses items (jh) and - (ki) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):satisfied: (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrowerthe Promissory Notes; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested Guaranty executed by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any each Restricted Company (other than Borrower) organized under the Laws of the United States (or or, for any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that Company which has previously executed a Guaranty, at Agent's election, a Confirmation of Guaranty executed consent or ratification by such Restricted CompanyCompany of its existing Guaranty; (dc) from any Restricted Company organized under a Pledge Agreement executed by the Laws holder of the United States (or any state thereof) holding capital stock or other equity interests of any each Restricted Subsidiary (Company, other than stock those set out in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Post-Closing Agreement, pledging that capital stock or those interests, and a Pledge Agreement (or a ratification agreement) executed by such Person, pledging the portion Borrower in respect of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Personits interest in SSI; (ed) an Officers’ ' Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (fe) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organizationorganization and each other state where it does business, each dated as of a recent dateafter September 15, 2001; (gf) Legal opinions of Xxxxxxx XxxxxxxxXxxxxx Xxxxx Xxxx, General Counsel of VRI, Xxxxxx, Xxxx and Xxxxxx Xxxxxx & Xxxxxxxx, LLPXxxxxxx, special New York counsel to the Restricted Companies, Borrower; (g) Borrower's audited consolidated and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agentconsolidating Financial Statements for 2001; (h) a certificate signed by a Responsible Officer certifying that Payment in full of all amounts then due Agent under Section 8.7 or the fee letters described in Section 4; and (i) all of Since July 31, 2001, no change has occurred in the representations and warranties business, assets, liabilities, operations, conditions (financial or otherwise) or prospects of the Companies and no Litigation or other proceeding or investigation in the Loan Papers are true and correct in all material respects (except to the extent qualified by materialityrespect of any Company has been initiated or threatened, which, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or either case, would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, constitute a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers Issuer will not be obligated to issue the initial L/Cs C hereunder, unless Administrative Agent has received each of the items in clauses (a) through (ij) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jk) and (kl) below have been satisfied (other than each item or condition, if any, listed on Schedule 7.16.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) 6.1): an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with ; With respect to any Revolver Lender requesting a Revolver Note Notes pursuant to Section 3.1(a), a Revolver Noteeach of the Notes, payable to the order of such requesting Revolver each applicable Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting ; a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested Guaranty executed by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any each Restricted Company (other than Borrower) organized under the Laws , any Restricted Company that is a Qualifying Metro District, and any Subsidiary of the United States (or any state thereof) (i) Restricted Subsidiary that has not previously executed is a Guaranty, a Guaranty executed by such Restricted CompanyQualifying Metro District), or (ii) that for any Restricted Company which has previously executed a Guaranty, at Administrative Agent's election, a Confirmation of Guaranty executed consent or ratification by such Restricted Company; Company of its existing Guaranty; a Pledge Agreement (dor at Administrative Agent's election, a ratification agreement) from any Restricted Company organized under executed by the Laws holder of the United States (or any state thereof) holding capital stock or other equity interests of any each Restricted Subsidiary (other than Company, pledging that capital stock in the North Star Subsidiaries or those interests, and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement (or at Administrative Agent's election, a ratification agreement) executed by such Person, pledging the portion Borrower in respect of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) its interest in SSI; an Officers’ ' Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) ; Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organizationorganization and each other state where it does business, each dated as of a recent date; (g) after May 1, 2003; Legal opinions of Xxxxxxx XxxxxxxxXxxxxx Xxxxx Xxxx, General Counsel of VRI, Xxxxxx, Xxxx and Xxxxxx Xxxxxx & Xxxxxxxx, LLPXxxxxxx, special New York counsel to Borrower and the other Restricted Companies, and such local counsel as Administrative Agent shall requestSubsidiaries, each in form and substance satisfactory to Administrative Agent; ; one of the foregoing opinions shall include opinions confirming that (hi) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the Senior Subordinated Debt Indentures, and (B) constitutes "Senior Debt" under the terms of the Senior Subordinated Debt Indentures, and (ii) this Agreement constitutes the "Credit Agreement" as such term is defined in the Senior Subordinated Debt Indentures. Borrower's audited consolidated and supplemental condensed consolidating Financial Statements for 2002, and unaudited consolidated and supplemental condensed consolidating Financial Statements for fiscal quarters ending October 31, 2002 and January 31, 2003; a certificate signed by a Responsible Officer certifying that (i) all of that the representations conditions specified in Sections 6.2(c) and warranties of the Companies in the Loan Papers are true (d) have been satisfied, and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) that there has been no event or circumstance since July 31, 2014 2002 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) ; payment of all fees payable on or prior to the Closing Date to Administrative Agent, any other Agent-Related Party of Administrative AgentPerson, and or any Lender as provided for in Section 54; and (k) and unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) Costs of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s 's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (ik) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jl) and (km) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx XxxxxxxxXxxxx Xxxxxxx, General Counsel Senior Counsel, Corporate Governance & Securities of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (km) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will Notwithstanding any other provisions of --------------- this Agreement and without affecting in any manner the rights of the Lender hereunder, the Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Lender shall not be obligated to fund the initial Loans make any Advances or incur Letter of Credit Obligations, or to take, fulfill, or perform any other action hereunder, and until the L/C Issuers will not be obligated to issue following conditions have been satisfied, in the initial L/Cs hereunderLender's sole discretion, unless Administrative Agent has received each of or waived in writing by the items in clauses Lender: (a) through This Agreement or counterparts thereof shall have been duly executed by, and delivered to, the Lender and the Borrower. (ib) belowThe Lender shall have received such documents, instruments and agreements as the Lender shall request in connection with the transactions contemplated by this Agreement, including all documents, instruments, agreements listed in the Schedule of Documents, each in form and substance satisfactory to Administrative Agent the Lender. (c) Evidence, satisfactory to the Lender, that the Borrower and each of the Lendersits Subsidiaries has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, and the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Dateincluding, but not later than limited to, all requisite Governmental Authorities, to the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart terms, and to the execution and delivery, of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, the Loan Documents and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws consummation of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company;transactions contemplated hereby and thereby. (d) from any Restricted Company organized under Evidence satisfactory to the Laws Lender that the insurance policies provided for in Section 4.26 and Schedule "4.26" are in full force and effect, ------------ --------------- together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries Lender and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent;the Lender. (he) a certificate signed Payment by a Responsible Officer certifying that (i) all the Borrower of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services Fee and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoTransaction Expenses.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless (x) there have been no changes or developments in the information and projections provided by the Companies prior to the date hereof to Administrative Agent and Lenders in connection with the transactions contemplated hereby, (y) Administrative Agent and Lenders have not received or discovered new or additional information regarding the Companies that could reasonably be expected to cause a Material Adverse Event, and (z) Administrative Agent has received each of the items in clauses (a) through (ik) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (jl) and (km) below have been satisfied (other than each item or condition, if any, listed on Schedule 7.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws holder of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries)Company or SSI, as applicable, (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2interest, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organizationorganization and each other state where it does business, each dated as of a recent dateafter January 1, 2005; (g) Forest Service Permit Agreements duly executed by the United States Department of Agriculture, Forest Service, the applicable Company, and Administrative Agent; (h) Legal opinions of Xxxxxxx XxxxxxxxMartha Dugan Rehm, General Counsel of VRI, Xxxxxx, Xxxx and Cahill Gordon & Xxxxxxxx, Reindel LLP, special New York counsel to Borrower and the other Restricted Companies, and such local counsel as Administrative Agent shall requestSubsidiaries, each in form and substance xxxx xxx xxxxxxxxe satisfactory to Administrative Agent;Administratixx Xxxxx; xxx of xxx xxregoing opinions shall include opinions confirming that (i) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the Senior Subordinated Indenture, and (B) constitutes “Senior Debt” under the terms of the Senior Subordinated Indenture, and (ii) this Agreement constitutes the “Credit Agreement” as such term is defined in the Senior Subordinated Indenture. (hi) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct)respects; (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2004 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event(A) materially and adversely affect the Companies, or (B) adversely affect any transaction contemplated hereby, the rights and remedies of Administrative Agent, Lenders, and the L/C Issuers hereunder, or the ability of the Companies or any other obligor under any Guaranty to perform their respective obligations under the Agreement; (ij) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (jk) evidence, in form and substance satisfactory to Administrative Agent, that concurrently with the Closing Date, the “Term Loans” under the Existing Agreement shall be repaid in full, the security interests of the “Term Loan Lenders” in the collateral shall be released, and all obligations of Borrower with respect thereto shall be terminated; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of the Administrative Agent, and any Lender as provided for in Section 5; and (km) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx Haynes and XxxxxBoone, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel internxx xxxnsel (collectivelyxxxxectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to the Lenders will not be obligated to fund and Agents the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses following: (a) through (i) belowdxxx executed copies of the following, each in form and substance satisfactory acceptable to Administrative Agent Lxxxxxx and Agents: (i) this Agreement; (ii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof, including the Account Control Agreements set forth on Schedule 4.1; (iii) a duly executed certificate of an officer of each Loan Party certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of such Loan Party as in effect as of the LendersClosing Date; (B) the bylaws, operating agreement or similar governing document of such Loan Party, as in effect as of the Closing Date; (C) resolutions of such Loan Party’s Board (or similar governing body) evidencing approval of the Loan and other transactions contemplated by the conditions Loan Documents, as in clauses effect as of the Closing Date; (jD) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after resolutions of the holders of such Loan Party’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, but not later than to the respective dates for delivery extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or satisfaction specified other authorized signers on Schedule 7.1):behalf of each Loan Party; (aiv) a duly executed certificate of an executed counterpart officer of this AgreementBorrower certifying and attaching copies of (A) the Charter, sufficient certified as of a recent date by the jurisdiction of organization of each Platform Company, as in number for distribution effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (v) a legal opinion of Bxxxxxxx’s counsel; (vi) any other Loan Documents; and (vii) all other documents and instruments reasonably required by Lenders or Agents to Administrative Agent, each Lender, effectuate the transactions contemplated hereby or to create and Borrower;perfect the Liens of Collateral Agent with respect to all Collateral. (b) (i) with respect to any Revolver Lender requesting a Revolver Note all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.1(a)3.3, a Revolver Notetogether with any transfer powers or other instruments of transfer, payable in form and substance acceptable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line LenderLenders; (c) from any Restricted Company (copies of all consents, waivers, notices and other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Companydocuments set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Loan Party from its jurisdiction of organization; (e) payment of any Restricted Company organized fees due and payable under the Laws Fee Letters and reimbursement of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries Agent’s and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge each Lxxxxx’s current expenses reimbursable pursuant to this Agreement, a Pledge Agreement executed by such Personwhich amounts may be deducted from the initial Advance; (f) all certificates of insurance, pledging the portion endorsements, and copies of such capital stock or other equity interests each insurance policy required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxxthe Refinancing shall have been or, General Counsel of VRIsubstantially concurrently with the initial Advance hereunder, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agentbe consummated; (h) a certificate signed the Lenders will have received all documentation and other information required by a Responsible Officer certifying that (i) all of bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations including the representations and warranties of PATRIOT Act at least [***] Business Days prior to the Companies in the Loan Papers are true and correct in all material respects (except Closing Date, to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result requested from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on Borrower, at least [***] Business Days prior to the Closing Date; and (ivi) there has been no event such other documents as Lenders or circumstance since July 31Agents may reasonably request (which documents shall include the Perfection Certificate). Notwithstanding the foregoing, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as extent any of the above closing conditions is set forth on Schedule 8.77.19, there is no action, suit, investigation, or proceeding pending or, to Borrower may deliver the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance same when required to be maintained delivered pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoSchedule 7.19.

Initial Advance. Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) through (i) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (j) and (k) below have been satisfied (other than each item or condition listed on Schedule 7.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Northstar Subsidiaries and the Concessioner SubsidiariesGrand Teton Lodge Company), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organizationorganization and each other state where it does business, each dated as of a recent dateafter January 1, 2011; (g) Legal opinions of Xxxxxxx XxxxxxxxFxxxx X. Xxxxxx, General Counsel of VRI, XxxxxxGxxxxx, Xxxx Dxxx & XxxxxxxxCxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent;; one of the foregoing opinions shall include opinions confirming that (i) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the VRI Senior Subordinated Indenture, and (B) constitutes “Senior Debt” under the terms of the VRI Senior Subordinated Indenture, and (ii) this Agreement constitutes the “Credit Agreement” as such term is defined in the VRI Senior Subordinated Indenture. (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct)respects; (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 2010 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx Hxxxxx and XxxxxBxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Advance. Lenders will not The obligation of the Bank to make the --------------- initial Advance is subject to the satisfaction, in the sole discretion of the Bank, on or before the date thereof of the following conditions precedent: (a) The Bank shall have received the following, all of which must be obligated satisfactory in form and content to fund the initial Loans hereunderBank, and in its sole discretion: (1) The Note duly executed by the L/C Issuers will not be obligated to issue Company; (2) The Guaranty, in the initial L/Cs hereunderform attached hereto as Exhibit B, unless Administrative Agent has received duly executed --------- by each of the items Guarantors; (3) Certified copies of the Company's articles of incorporation and bylaws, and certificates of good standing dated no less recently than three (3) months prior to the date of the initial Advance; (4) A written opinion of counsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in clauses form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. --------- (a5) through An original resolution of the board of directors of the Company, certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (i6) belowA certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the Note and each Advance Request and all other instrument or document to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (7) Original independently audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period entered on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Bank; (8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to Administrative Agent the Bank; (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Bank, showing compliance by the Company as of the date of the initial Advance with the related provisions of Section 6.8 hereof; and (b) At the sole discretion of the Bank, the Bank may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the LendersGuarantors, and to whom or to any of whom the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to Company shall be delivered or satisfied after indebted as of the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) an executed counterpart date of this Agreement, sufficient to execute a Subordination of Debt Agreement, in number for distribution to Administrative Agentthe form of Exhibit F hereto; and --------- the Bank shall have received an executed copy of said Subordination of Debt Agreement, each Lender, and Borrower; (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to certified by the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Laws corporate secretary of the United States (or any state thereof) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of Xxxxxxx Xxxxxxxx, General Counsel of VRI, Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution complete and delivery in full force and effect as of the Loan Papers or the proposed funding date of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2014 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (k) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Xxxxxx and Xxxxx, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoAdvance.