Common use of Conditions to Closing and Effectiveness Clause in Contracts

Conditions to Closing and Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) at least five Business Days prior to the Closing Date, any such information contemplated by Section 11.18 to the extent any Lender has requested such information from the Borrower at least ten Business Days prior to the Closing Date; (iv) executed counterparts of a guaranty agreement (the “Guaranty”) in substantially the form of Exhibit F, duly executed by each Guarantor; (v) a certificate of a Responsible Officer of each Loan Party, together with all applicable attachments, certifying as to the following: (A) attached thereto is a copy of each Organization Document of such Loan Party executed and delivered by each party thereto and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto, (B) set forth therein are the signature and incumbency of the officers or other authorized representatives of such Loan Party authorized to execute and sign the Loan Documents to which it is a party on the Closing Date,

Conditions to Closing and Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) at least five Business Days prior to the Closing Date, any such information contemplated by Section 11.18 to the extent any Lender has requested such information from the Borrower at least ten Business Days prior to the Closing Date; (iv) executed counterparts of a guaranty agreement (the “Guaranty”) in substantially the form of Exhibit FE, duly executed by each Guarantor; (v) a certificate of a Responsible Officer of each Loan Party, together with all applicable attachments, certifying as to the following: (A) attached thereto is a copy of each Organization Document of such Loan Party executed and delivered by each party thereto and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto, (B) set forth therein are the signature and incumbency of the officers or other authorized representatives of such Loan Party authorized to execute and sign the Loan Documents to which it is a party on the Closing Date,

Conditions to Closing and Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) : The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) at least five Business Days prior to the Closing Date, any such information contemplated by Section 11.18 to the extent any Lender has requested such information from the Borrower at least ten Business Days prior to the Closing Date; (iv) executed counterparts of a guaranty agreement (the “Guaranty”) in substantially the form of Exhibit F, duly executed by each Guarantor; (v) a certificate of a Responsible Officer Officers of each Loan Party, together with all applicable attachments, certifying as to the following: (A) attached thereto is a copy of each Organization Document of such Loan Party executed and delivered by each party thereto and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto, , (B) set forth therein are the signature and incumbency of the officers or other authorized representatives of such Loan Party authorized to execute and sign the Loan Documents to which it is a party on the Closing Date, (C) attached thereto are copies of resolutions of the Board of Directors of such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, as applicable, in each case, being in full force and effect without modification or amendment and (D) attached thereto is a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation and, if different from its jurisdiction of organization, the state in which such Person’s corporate headquarters is located if such Person is qualified to do business in such state, each dated a recent date prior to the Closing Date and certifying as to the good standing of such Loan Party (but only if the concept of good standing exists in the applicable jurisdiction); (vi) a security agreement, in substantially the form of Exhibit J (the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates and instruments representing the Collateral described therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) Uniform Commercial Code financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) copies of Uniform Commercial Code, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (D) the Perfection Certificate duly executed by each of the Loan Parties, and (E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 7.13, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vii) an opinion from DLA Piper, counsel for the Loan Parties, dated the Closing Date, and such opinion shall be addressed to each L/C Issuer, the Lead Arranger, the Administrative Agent and the Lenders, substantially in the form previously provided to the Administrative Agent; (viii) a certificate attesting to the Solvency of the Parent and its Subsidiaries on a consolidated basis, before and after giving effect to the Transactions, from the Parent’s chief financial officer, substantially in the form of Exhibit I; (ix) a certificate of a Responsible Officer of the Parent and the Borrower certifying that the conditions specified in Sections 4.01(c), (d) (g), (h) and (i) have been satisfied; and (x) Axxxx insurance certificates evidencing coverage under the insurance policies required by Section 7.06.

Conditions to Closing and Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified): (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Parent and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) at least five Business Days prior to the Closing Date, any such information contemplated by Section 11.18 to the extent any Lender has requested such information from the Borrower at least ten Business Days prior to the Closing Date; (iv) executed counterparts of a guaranty agreement (the “Guaranty”) in substantially the form of Exhibit F, duly executed by each Guarantor;; and (v) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Person is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (vii) a security agreement, in substantially the form of Exhibit J hereto (the “Security Agreement”), duly executed by each Loan Party, together with all applicable attachments, certifying as to the followingwith: (A) attached thereto is certificates and instruments representing the Collateral described therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) Uniform Commercial Code financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) copies of Uniform Commercial Code, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a copy of each Organization Document recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (D) the Perfection Certificate duly executed and delivered by each party thereto of the Loan Parties, and (E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 7.13, certified in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (viii) an opinion from each of a recent date by DLA Piper, counsel for the appropriate governmental official, each Loan Parties dated the Closing Date or Date, Xxxxxx Xxxxxx & Xxxxxxx, Nevada counsel for the Loan Parties, and each such opinion addressed to each L/C Issuer, the Lead Arrangers, the Administrative Agent and the Lenders, substantially in the form previously provided to the Administrative Agent; (ix) a recent date prior thereto, (B) set forth therein are certificate attesting to the signature and incumbency Solvency of the officers Parent and its Subsidiaries on a consolidated basis, before and after giving effect to the Transactions, from the Parent’s chief financial officer, substantially in the form of Exhibit N hereto; (x) a certificate signed by a Responsible Officer of the Parent certifying that the conditions specified in Sections 4.01(b) and (c) have been satisfied; (xi) executed counterparts of the Pari Passu Intercreditor Agreement; (xii) Certificates as to coverage under the insurance policies required by Section 7.06 each of which shall be endorsed or other authorized representatives otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (xiii) The Administrative Agent and shall have received a Request for Credit Extension in accordance with the requirements hereof; and (i) the Audited Financial Statements and the audited financial statements of MGAM for each of the three fiscal years immediately preceding the initial Credit Extension ended more than 90 days prior to the Closing Date (the “Target Audited Financial Statements”); and (ii) unaudited financial statements of Parent and MGAM for any fiscal quarter ended after the date of the most recent audited financial statements of such Loan Party authorized Person and more than 45 days prior to execute and sign the Loan Documents to which it is a party on the Closing Date,. (1) The representations made by or with respect to the MGAM Acquired Business and its Subsidiaries in the MGAM Merger Agreement as are material to the interests of the Lenders shall be true and correct in all material respects, except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects, on and as of the Closing Date, but only to the extent that Parent has the right to terminate its obligations under the MGAM Merger Agreement, or to decline to consummate the MGAM Acquisition pursuant to the MGAM Acquisition Agreement, as a result of a breach of such representations in the MGAM Merger Agreement, and (2) the Specified Representations shall be true and correct in all material respects, except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects, on and as of the Closing Date. (c) Since September 8, 2014, there has not occurred any change, effect, development or circumstance, that individually or in the aggregate, constitutes or is reasonably likely to constitute a Company Material Adverse Effect. (d) The MGAM Acquisition and the MGAM Refinancing shall have been consummated simultaneously or substantially concurrently with the Closing Date in accordance with the terms of the MGAM Merger Agreement, without giving effect to any modifications, amendments or express waivers (and no consents granted) thereto that are materially adverse to the Lenders or Lead Arrangers without the consent of the Lead Arrangers, not to be unreasonably withheld or delayed (it being understood and agreed that any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders; provided that any increase in the purchase price shall be funded solely by cash from the balance sheet of the Parent. The GCA Refinancing shall have been consummated simultaneously or substantially concurrently with the Closing Date. (e) The Senior Unsecured Notes and the Senior Secured Notes shall have been issued, or shall be issued substantially concurrently with the Closing Date. (f) To the extent invoiced at least three Business Days prior to the Closing Date, (i) all fees required to be paid to the Administrative Agent and the Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid out of the proceeds of the initial Credit Extension. (g) Unless waived by the Administrative Agent, the Borrower shall have paid out of the proceeds of the initial Credit Extension all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Closing Date. (h) After giving effect to the Transactions, the Parent, the MGAM Acquired Business and their respective Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Loans and other extensions of credit under the Facilities, (b) the Senior Unsecured Notes, (c) the Senior Secured Notes, (d) existing capital leases and (e) other Indebtedness listed on Schedule 8.03. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has funded a Credit Extension shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.