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CONDITIONS TO BORROWINGS hereunder is subject to the satisfaction of the following conditions: time of the making by - such Bank of its initial Loan hereunder, all obligations of the Borrower hereunder to the Agent or any Bank incurred prior to the initial Loans (including, without limitation, the Borrower's obligation to reimburse the fees and disbursements of counsel and accountants to the Agent or any Bank and any fees payable to the Agent on che Effective Date) shall have been paid in full, and the Agent shall have received a sufficient number of copies for each Bank of the following, each dated as of the date of such initial Loan except to the extent specifically provided otherwise, in form and substance satisfactory to each (a) a duly completed and executed Note, payable to the (b) certified copies of the resolutions (or equivalent partnership action) of each Grantor and, if the Grantor is a partnership, of each partner of such Grantor which is not an individual and whose consent to tne transactions herein or in any of the other Loan Documents is necessary or which is an Documents, if any, to which such Grantor is a party and the consummation by such Grantor of the transactions contemplated (c) a certificate of the Secretary or an Assistant Secretary (or equivalent partnership officer) of each Grantor certifying the name, title and true signature of each officer which such Grantor is a parly; (d) an opinion of outside counsel to the Sorrower, such counsel and opinion to be acceptable to each Bank, addressed to the Banks, and covering such other matters as any Bank may (e) an opinion of outside counsel to each Grantor and of counsel to each of the partners whose consent to the transactions herein or in any of the other Loan Documents is necessary or which is an Affiliate and which is not an individual of each Grantor which is a partnership, such counsel and opinion in each case to be acceptable to each Bank, addressed to the Banks and covering such other matters as any (f) documents reasonably requested by the Agent relating to the existence and good standing of each Grantor and, if the Grantor is a partnership, of each partner of such Grantor which is not an individual and whose consent to the transactions herein or in any of the other Loan Documents is necessary or which is an Affiliate; (g) the Guaranties and all Security Documents duly executed and delivered by each of the parties thereto, in full force and effect, and, with respect to those Security Documents which are to be recorded, in recordable form, together with evidence satisfactory to the Agent that all filings with Governmental Authorities necessary to perfect the Liens in the Collateral granted under the Security Documents have been made and delivery to the Agent of all Collateral possession of which is necessary for perfection; land, buildings, structures, improvements, easements, rights-of-way and other rights and privileges constituting or appurtenant to the parcels of real property described on of the advance of the initial Loan by a nationally recognized title company acceptable to the Required Banks in the amount those Permitted Liens with priority on the date hereof, including such endorsements thereto as any Bank shall request; (i) surveys of the Real Property, certified to the Banks and the Borrower, containing such certifications as are reasonably requested by any Bank and prepared in accordance satisfactory to the Banks, from third parties (including, without limitation, the Casino Control Commission, the Division of Gaming Enforcement and any other Governmental Authorities) necessary to permit the execution, delivery and consummation of this Agreement and each other Loan Document, including, without limitation, the effective granting of the Liens (including the Liens on Equity Interests of the Casino Entities) under the Security Documents which will, on the date hereof, be prior to all other Liens except those Permitted Liens with priority on the date hereof; (k) each of the Loan Documents, including the Intercompany Notes from each Affiliate of the Borrower (except ALIBAN, Inc.), duly executed and delivered by each of the parties thereto and in full force and effect, in form and substance satisfactory to the Banks; (l) evidence satisfactory to the Banks that all conditions to the effectiveness of the Override Agreement have been satisfied or duly waived and that the Override Agreement and all documents being executed in connection therewith, including all Existing Agreement Amendments, have been fully executed and delivered, and that the Closing Date thereunder shall have occurred or shall occur contemporaneously with the Effective Date, which Override Agreement and all documents being executed in connection therewith, including all Existing Agreement Amendments, shall be in form, scope and substance satisfactory to each Bank; (m) a copy of the business plan previously delivered to identification purposes only, the Agent; substance satisfactory to the Banks; (c) balance sheets for each of the Borrower and the and fairly present the financial condition of the Borrower and each of such Affiliates as at the date thereof in accordance with generally accepted accounting principles applied on a consistent basis, which principles, in the case of the Borrower, shall include, without limitation: jogos. 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