Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty; (A) Certificates of good standing for the Borrower and each Subsidiary Guarantor, from the State of Ohio for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets owned, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (ia) The duly executed originals of the Loan Documents, including the Notes, Notes payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty; (Ai) Certificates of good standing for the Borrower and each Subsidiary Guarantor, from the State of Ohio Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (Bii) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date thirty (with telephonic updates as practical not more than 10 30) days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iiic) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets ownedGuarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;

Initial Advance. The Lenders shall will not be required obligated to make fund the initial Advance hereunder 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 Borrower shallLenders, prior to or concurrently with such initial Advance, have paid all fees due and payable to 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 hereunderAgent, each Lender, and Borrower; (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documentswith respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), including the Notesa Revolver Note, payable to the order of each 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 the Lenderssuch requesting Term Loan Lender, this Agreement as contemplated in Section 3.1(a), and the Subsidiary Guaranty(iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (Ac) 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 good standing 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Borrower Restricted Companies, and such local counsel as Administrative Agent shall request, each Subsidiary Guarantorin 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 State execution and delivery of Ohio for the Borrower 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 states knowledge of organization 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 each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days all fees payable on or prior to the Agreement Execution 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 ▇▇▇▇▇▇ and ▇▇▇▇▇, 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, and 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 (B) foreign qualification certificates for the 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 Subsidiary GuarantorLender that has signed this Agreement shall be deemed to have consented to, certified approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by the appropriate governmental officer and dated not more than two years or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the Agreement Execution proposed Closing Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets owned, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments specifying its objection thereto;.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty; (A) Certificates of good standing for the Borrower and each Subsidiary Guarantor, from the State of Ohio for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three each Subsidiary Guarantors by aggregate assets ownedGuarantor, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;

Initial Advance. The Lenders shall will not be required obligated to make fund the initial Advance hereunder 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 (k) below, each in form and substance satisfactory to Administrative Agent and each of the Borrower shallLenders, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the conditions in clauses (l) and (m) 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 hereunderAgent, each Lender, and Borrower; (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documentswith respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), including the Notesa Revolver Note, payable to the order of each 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 the Lenderssuch requesting Term Loan Lender, this Agreement as contemplated in Section 3.1(a), and the Subsidiary Guaranty(iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (Ac) 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 good standing 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Borrower Restricted Companies, and such local counsel as Administrative Agent shall request, each Subsidiary Guarantorin 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 State execution and delivery of Ohio for the Borrower 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, 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 states knowledge of organization of each Subsidiary GuarantorBorrower, certified by 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 appropriate governmental officer Loan Papers has been obtained and dated not more than thirty is in effect; (30j) with respect to any Lender that reasonably requests at least 5 days prior to the Agreement Execution Closing Date, and (B) foreign qualification certificates for 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 Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 case at least 3 days prior to the Agreement Execution Closing Date). (k) at least 5 days prior to the Closing Date, for any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each other jurisdiction where the failure of the Borrower or Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse EffectBorrower; (iiil) Copies 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 (m) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, 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 formation documents (including code of regulations, if appropriate) provisions of the Borrower and last paragraph of Section 14.5, for purposes of determining compliance with the top three Subsidiary Guarantors 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 aggregate assets ownedor acceptable or satisfactory to a Lender, certified by an officer of unless Administrative Agent shall have received notice from such Lender prior to the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments proposed Closing Date specifying its objection thereto;.

Initial Advance. The Lenders shall will not be required obligated to make fund the initial Advance hereunder 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 (k) below, each in form and substance satisfactory to Administrative Agent and each of the Borrower shallLenders, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the conditions in clauses (l) and (m) 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 hereunderAgent, each Lender, and ▇▇▇▇▇▇▇▇; (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documentswith respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), including the Notesa Revolver Note, payable to the order of each 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 the Lenderssuch requesting Term Loan Lender, this Agreement as contemplated in Section 3.1(a), and the Subsidiary Guaranty(iii) if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (Ac) 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 good standing 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Counsel, Corporate Governance & Securities of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Borrower Restricted Companies, and such local counsel as Administrative Agent shall request, each Subsidiary Guarantorin 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 State execution and delivery of Ohio for the Borrower 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, 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 states knowledge of organization of each Subsidiary GuarantorBorrower, certified by 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 appropriate governmental officer Loan Papers has been obtained and dated not more than thirty is in effect; (30j) with respect to any Lender that reasonably requests at least 5 days prior to the Agreement Execution Closing Date, and (B) foreign qualification certificates for 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 Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 case at least 3 days prior to the Agreement Execution Closing Date). (k) at least 5 days prior to the Closing Date, for any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each other jurisdiction where the failure of the Borrower or Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse EffectBorrower; (iiil) Copies 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 (m) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ and Administrative Agent). Without limiting the generality of the formation documents (including code of regulations, if appropriate) provisions of the Borrower and last paragraph of Section 14.5, for purposes of determining compliance with the top three Subsidiary Guarantors 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 aggregate assets ownedor acceptable or satisfactory to a Lender, certified by an officer of unless Administrative Agent shall have received notice from such Lender prior to the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments proposed Closing Date specifying its objection thereto;.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the General Partner (a) in its capacity as the general partner of the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to as the Lenders Guarantor) and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty, and this Agreement and the Subsidiary GuarantyAgreement; (Aii) Certificates Copies of the certificate of limited partnership of the Borrower, together with all amendments, and a certificate of good standing for or partnership qualification (if issued), both certified by the Borrower and each Subsidiary Guarantor, from appropriate governmental officer of the State of Ohio for the Borrower Tennessee, and the states of organization of each Subsidiary Guarantorforeign qualification certificates, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date)officer, for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets ownedCopies, certified by an officer of the Borrower or such Subsidiary GuarantorGeneral Partner of the Borrower, as appropriateof its Partnership Agreement, together with all amendments theretoamendments; (iv) Copies of the formation and organizational documents of the Trust, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer of the State of Maryland, and foreign qualification certificates, including, but not limited to, a Certificate of Trust filed with the Secretary of State of Maryland, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (v) An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder unless (a) the Borrower shall, prior to or concurrently with such initial AdvanceAdvance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement Agreement, the Guaranties, and all of the Subsidiary GuarantySecurity Documents; (A) Certificates of good standing for the Borrower Borrower, the Parent Entities and each Subsidiary Guarantor, from the State of Ohio Delaware for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower Borrower, the Parent Entities and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date thirty (with telephonic updates as practical not more than 10 30) days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower Borrower, such Parent Entity or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower Borrower, the Parent Entities and the top three Subsidiary Guarantors by aggregate assets ownedGuarantors, certified by an officer of the Borrower Borrower, such Parent Entity or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;

Initial Advance. The Lenders shall will not be required obligated to make fund the initial Advance hereunder 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 Borrower shallLenders, prior to or concurrently with such initial Advance, have paid all fees due and payable to 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 hereunderAgent, each Lender, and Borrower; (b) the Borrower shall have furnished with respect to the Administrative Agentany Lender requesting a Note pursuant to Section 3.1(a), with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notesa Revolver Note, payable to the order of each such requesting Lender, as contemplated in Section 3.1(a), and 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 LendersUnited 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 Northstar Subsidiaries and Grand 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; (f) Certificates of Existence and Good Standing (Account Status) for each Restricted Company from its state of organization and each other state where it does business, each dated after January 1, 2011; (g) Legal opinions of F▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of VRI, G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇, 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 Subsidiary Guaranty; related Loan Papers (A) Certificates has been incurred or entered into in compliance with the requirements of good standing for the Borrower and each Subsidiary Guarantor, from the State of Ohio for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution DateVRI Senior Subordinated Indenture, and (B) foreign qualification certificates for constitutes “Senior Debt” under the Borrower terms of the VRI Senior Subordinated Indenture, and each Subsidiary Guarantor(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; (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, certified by 2010 that has had or could be reasonably expected to result in, either individually or in the appropriate governmental officer aggregate, a Material Adverse Event; and dated not more than two years (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 H▇▇▇▇▇ and B▇▇▇▇, 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 Execution Date (shall be deemed to have consented to, approved or accepted, or been satisfied with telephonic updates as practical not more than 10 days 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 Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets owned, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments proposed Closing Date specifying its objection thereto;.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty; (Aa) Certificates of good standing for the Borrower and each Subsidiary Guarantor, from the State of Ohio for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (Bb) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the top three each Subsidiary Guarantors by aggregate assets ownedGuarantor, certified by an officer of the Borrower or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;

Initial Advance. The Lenders shall not be required to make the initial an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) the Borrower shall, prior to or concurrently with such initial AdvanceAdvance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and Agreement, the Subsidiary Guaranty, and the Parent Guaranty; (ii) (A) Certificates of good standing for Borrower, the Borrower Parent Guarantor and each Subsidiary Guarantor, from the State of Ohio Delaware for the Borrower and the states of organization of the Parent Guarantor and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty sixty (3060) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date sixty (with telephonic updates as practical not more than 10 60) days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would is reasonably expected to have a Material Adverse Effect, provided that in the case of both clause (A) and clause (B) Borrower’s delivery of such certificates may be postponed until a date fifteen (15) days after the Agreement Execution Date; (iii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Borrower Parent Guarantor and the top three Subsidiary Guarantors by aggregate assets ownedGuarantors, certified by an officer of the Borrower Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of Borrower; (ix) UCC financing statement, judgment, and tax lien searches with respect to those Subsidiary Guarantors which were not previously parties to the Subsidiary Guaranty under the Original Credit Agreement from their respective states of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xii) Delivery of all Eligible Unencumbered Property Qualification Documents and the satisfaction of all requirements set forth in Section 2.22(i) with respect to the Initial Unencumbered Properties, which must be comprised of at least fifteen (15) Unencumbered Properties having an aggregate Unencumbered Property Pool Value of at least $175,000,000; (xiii) Delivery of a pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes effected by this Agreement; and (xiv) Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder hereunder, and the LC Issuer shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the Borrower shallfees for the account of Lenders set forth in Arranger's letter to Lenders dated February 18, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, 2004 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 13, 2004 (and accepted by Borrower shall have furnished to the on February 13, 2004) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for the Lenders, the following: (i) The duly executed originals Copies of the articles or certificate of incorporation of Borrower, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation, and any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by an authorized officer of such Guarantor and a certificate of good standing from the appropriate governmental officer in the jurisdiction of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, 47 other appropriate consents and approvals, authorizing the execution of the Loan DocumentsDocuments and the Guaranties. (iv) For each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), including certified by the Notesappropriate officer of such Guarantor's manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the jurisdiction of formation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable. (v) Incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to sign the Loan Documents and the Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Lenders and the LC Issuer shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (vi) A written opinion of General Counsel of Borrower, addressed to Administrative Agent and Lenders in substantially the form of Exhibit E hereto. (vii) Notes payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty;. (Aviii) Certificates The Guaranty duly executed by the Guarantors. (ix) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as Administrative Agent may have reasonably requested. (x) Evidence satisfactory to Administrative Agent of good standing for payment in full (which payment may be made from the proceeds of the initial Advance hereunder) of all obligations of Borrower and each Subsidiary GuarantorGuarantors under the Prior Credit Agreement (including without limitation principal, from the State of Ohio for the Borrower accrued and the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer unpaid interest and dated not more than thirty (30) days prior to the Agreement Execution Datefees, and amounts (Bif any) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure payable under Section 3.4 of the Borrower or such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect;Prior Credit Agreement). (iiixi) Copies of the formation Such other documents (including code of regulations, if appropriate) of the Borrower and the top three Subsidiary Guarantors by aggregate assets owned, certified by an officer of the Borrower as any Lender or such Subsidiary Guarantor, as appropriate, together with all amendments thereto;LC Issuer or their respective counsel may have reasonably requested.