GUARANTORS;
(IV)
FOUR COUNTERPARTS OF THE SECURITY AGREEMENT EXECUTED BY THE
BORROWER AND EACH OF THE GUARANTORS;
(V)
A CONTROL AGREEMENT FOR EACH GAMING ACCOUNT, EXECUTED BY THE
BORROWER OR THE APPROPRIATE GUARANTOR AND THE DEPOSITORY OR SECURITIES
INTERMEDIARY THAT HOLDS SUCH GAMING ACCOUNT;
(VI)
THE FAVORABLE WRITTEN LEGAL OPINION OF COUNSEL TO THE BORROWER AND
THE GUARANTORS (WHICH COUNSEL SHALL BE SATISFACTORY TO THE LENDER), TOGETHER
WITH COPIES OF ALL FACTUAL CERTIFICATES AND LEGAL OPINIONS UPON WHICH SUCH
COUNSEL HAVE RELIED;
(VII)
SUCH DOCUMENTATION AS THE LENDER MAY REQUIRE TO ESTABLISH
(A) FEDERAL RECOGNITION OF THE NATION AS AN INDIAN TRIBE WITHIN THE MEANING OF
IGRA, (B)
THE BORROWER'S AND THE GUARANTORS' AUTHORITY TO EXECUTE, DELIVER AND
PERFORM THE LOAN DOCUMENTS, AND (C) THE IDENTITY, AUTHORITY AND CAPACITY OF EACH
SENIOR OFFICER AUTHORIZED TO ACT ON THE BORROWER'S AND EACH GUARANTOR'S BEHALF,
INCLUDING CERTIFIED COPIES OF THE ACTIONS OF THE BORROWER'S GOVERNING BODY,
INCUMBENCY CERTIFICATES AND THE LIKE;
(VIII)
EVIDENCE THAT ALL NATION, BORROWER AND GUARANTOR ACTIONS HAVE BEEN
TAKEN TO PERMIT THE BORROWER'S AND EACH GUARANTOR'S LIMITED WAIVER OF SOVEREIGN
IMMUNITY, WAIVER OF RIGHTS TO TRIBAL COURT, CONSENT TO FEDERAL AND CERTAIN STATE
COURTS IN THE STATE, AND ARBITRATION OF DISPUTES, ALL AS PROVIDED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(IX)
CERTIFICATES SIGNED BY THE SECRETARY OF THE BORROWER AND EACH
GUARANTOR, AND BY THE CLERK OF THE NATION, ATTACHING TRUE, CORRECT AND COMPLETE
COPIES OF THE APPLICABLE APPROVAL AND, IN THE CASE OF THE NATION, THE
CONSTITUTION (INCLUDING, IN EACH CASE, ANY AMENDMENTS OR MODIFICATIONS OF THE
TERMS THEREOF ENTERED INTO AS OF THE CLOSING DATE);
(X)
WRITTEN CONFIRMATION IN FORM AND SUBSTANCE SATISFACTORY TO THE
LENDER FROM AN INSURANCE CONSULTANT FOR THE BORROWER (WHO SHALL BE
49
SATISFACTORY TO THE LENDER) THAT THE INSURANCE REQUIREMENTS OF SECTION 4.3 ARE
BEING MET;
(XI)
EVIDENCE THAT THE LENDER HAS ALL PERMITS REQUIRED BY LAW WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THE LOAN DOCUMENTS; AND
(XII)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS THE LENDER MAY REASONABLY REQUIRE.
(B)
PERFECTION OF SECURITY INTERESTS IN COLLATERAL.
THE LENDER SHALL
HOLD A VALID, PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL COLLATERAL
(SUBJECT TO PERMITTED LIENS).
(C)
FEE.
AN UP-FRONT FEE OF $7,500 SHALL HAVE BEEN PAID.
(D)
DUE DILIGENCE. THE LENDER SHALL HAVE COMPLETED ITS REVIEW OF ALL
BUSINESS AND CREDIT MATTERS CONCERNING THE EXTENSION OF CREDIT HEREUNDER, AND
THE SECURITY THEREFOR, AS THE LENDER DEEMS APPROPRIATE.
(E)
FINANCIAL STATEMENTS. THE LENDER SHALL HAVE RECEIVED THE
CONSOLIDATED FINANCIAL STATEMENTS DESCRIBED IN SECTION 3.8 HEREOF, INCLUDING THE
CONSOLIDATED BALANCE SHEET, STATEMENTS OF INCOME AND RETAINED EARNINGS AND
STATEMENT OF CASH FLOW OF BORROWER AND THE GUARANTORS.
(F)
MISCELLANEOUS. SUCH OTHER INSTRUMENTS, AGREEMENTS, CERTIFICATES,
OPINIONS, STATEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OPERATIONS OR
CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER, AND COMPLIANCE BY THE
BORROWER WITH THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS THE
LENDER MAY REASONABLY REQUEST.
SECTION 7.2 CONDITIONS PRECEDENT