ORIGINALS FOR
BORROWERS AND EACH OF THE BANKS.
SECTION 3.02.
THE NOTES.
A.
ON OR BEFORE THE CLOSING DATE, THE
REVOLVING CREDIT NOTE DULY EXECUTED BY THE BORROWERS IN FAVOR OF AGENT BANK
SHALL BE DELIVERED TO AGENT BANK.
B.
ON OR BEFORE THE CLOSING DATE, THE
SWINGLINE NOTE DULY EXECUTED BY THE BORROWERS IN FAVOR OF SWINGLINE LENDER SHALL
BE DELIVERED TO SWINGLINE LENDER.
SECTION 3.03.
SECURITY DOCUMENTATION.
THE SECURITY
DOCUMENTATION DULY EXECUTED BY EACH OF THE APPLICABLE BORROWERS OR OTHER PARTIES
THERETO (EXCEPT THAT THE FINANCING STATEMENTS SHALL NOT BE EXECUTED), CONSISTING
OF THE FOLLOWING:
With Respect to the MPI Hotel/Casino Facilities
A.
MPI DEED OF TRUST;
B.
MPI ASSIGNMENT OF ENTITLEMENTS,
CONTRACTS, RENTS AND REVENUES; AND
C.
MPI FINANCING STATEMENTS.
With Respect to the SGLVI Hotel/Casino Facility
D.
SGLVI DEED OF TRUST;
E.
SGLVI ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND
REVENUES;
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F.
SGLVI FINANCING STATEMENTS;
WITH RESPECT TO SGRI
G.
THE SGRI LOAN DOCUMENTS AND SGRI
SECURITY DOCUMENTS;
With Respect to MTRI
H.
THE STOCK PLEDGES OF ALL ISSUED AND
OUTSTANDING STOCK OF MPI, SGLVI, SGRI, PIDI AND RAI, TOGETHER WITH THE
IRREVOCABLE STOCK POWERS AND THE ORIGINALS OF THE STOCK CERTIFICATES PLEDGED
THEREUNDER;
I.
MTRI SECURITY AGREEMENT;
J.
MTRI HAWAII MORTGAGE;
K.
MTRI FINANCING STATEMENT; AND
L.
GREEN SHINGLE PERFECTION ITEMS;
With respect to all Borrowers
M.
TRADEMARK SECURITY AGREEMENT.
SECTION 3.04.
OTHER LOAN DOCUMENTS.
THE FOLLOWING
LOAN DOCUMENTS DULY EXECUTED BY EACH OF THE APPLICABLE BORROWERS AND ANY OTHER
APPLICABLE PARTY THERETO, CONSISTING OF THE FOLLOWING SHALL BE DELIVERED OR
CAUSED TO BE DELIVERED TO AGENT BANK ON OR BEFORE THE CLOSING DATE:
A.
ENVIRONMENTAL CERTIFICATE;
b.
Woodview Citizens Bank Estoppel; and
c.
Woodview Hillis Estoppel.
SECTION 3.05.
ARTICLES OF INCORPORATION, BYLAWS,
CORPORATE RESOLUTIONS, CERTIFICATES OF GOOD STANDING AND CLOSING CERTIFICATE.
ON OR BEFORE THE CLOSING DATE, AGENT BANK SHALL HAVE RECEIVED FROM EACH OF THE
BORROWERS: (I) A CERTIFICATE OF GOOD STANDING ISSUED BY THE SECRETARY OF STATE
OF THE APPLICABLE STATE OF INCORPORATION AND DATED WITHIN THIRTY (30) BANKING
BUSINESS DAYS OF THE CLOSING DATE, (II) A COPY OF THE ARTICLES OF INCORPORATION
AND BY-LAWS CERTIFIED TO BE TRUE AND CORRECT BY A DULY AUTHORIZED OFFICER OF
EACH RESPECTIVE BORROWER, (III) AN ORIGINAL CERTIFICATE OF CORPORATE RESOLUTION
AND CERTIFICATE OF INCUMBENCY EXECUTED BY THE SECRETARY OF EACH RESPECTIVE
BORROWER AND ATTESTED TO BY ITS PRESIDENT, VICE PRESIDENT, OR TREASURER
AUTHORIZING BORROWERS TO ENTER INTO ALL DOCUMENTS AND AGREEMENTS TO BE EXECUTED
BY IT PURSUANT TO THIS CREDIT AGREEMENT AND FURTHER AUTHORIZING AND EMPOWERING
THE OFFICER OR OFFICERS WHO WILL EXECUTE SUCH DOCUMENTS AND AGREEMENTS WITH THE
AUTHORITY AND POWER TO EXECUTE SUCH
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DOCUMENTS AND AGREEMENTS ON BEHALF OF EACH RESPECTIVE BORROWER, (IV) DESIGNATION
BY CORPORATE CERTIFICATE ("AUTHORIZED OFFICER CERTIFICATE"), SUBSTANTIALLY IN
THE FORM OF THE AUTHORIZED OFFICER CERTIFICATE MARKED "EXHIBIT F", AFFIXED
HERETO AND BY THIS REFERENCE INCORPORATED HEREIN AND MADE A PART HEREOF, OF THE
OFFICERS OF EACH RESPECTIVE BORROWER WHO ARE AUTHORIZED TO GIVE NOTICES OF
BORROWING,