Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Conditions to Issuance of Additional Notes. Prior to the issuance and sale of any Additional Note, and as a condition precedent thereto, the following documents and showings shall be executed and delivered to the Trustee:
(a) If an Additional Note is being issued, a supplement to this Loan Agreement, executed by the Borrower and the Issuer, specifying the principal amount, rate of interest, maturity, terms of optional prepayment, if any, a description of the additions to the Project, such that the total value of the Project is equal to or greater than the principal amount of all Notes issued and outstanding hereunder, the form of such Additional Note and a supplement to the Indenture, executed by the Issuer and the Trustee, creating the Additional Bonds being issued and sold to finance the purchase of such Additional Note, specifying the terms thereof, pledging and assigning such Additional Note as security therefor and providing for the disposition of the proceeds of the sale thereof.
(b) A certificate of the Borrower, executed by the authorized representative thereof, stating that no event of default (as defined in Section 6.1 hereof) has occurred and is continuing and that no event has occurred and is continuing which, with the lapse of time or giving of notice, or both, would constitute such an event of default.
(c) Such other certificates and opinions of counsel as the Trustee may reasonably request.
(d) Consent of the Purchaser.
Conditions to Issuance of Additional Notes. Additional Notes to be issued on an Additional Notes Closing Date pursuant to Section 2.4 may be executed by the Applicable Issuers and delivered to (solely in the case of additional Notes) the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order, upon compliance with clauses (ix) and (x) of Section 3.1(a) (with all references therein to the Refinancing Date being deemed to be the applicable Additional Notes Closing Date) and upon receipt by the Trustee of the following:
Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers to purchase Additional Notes pursuant to Section 2 shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(a) Conditions in Agreement. All conditions precedent set forth in Sections 4.1 through 4.14 shall have been satisfied with respect to such Additional Notes (with (i) the applicable Series of such Additional Notes being deemed substituted for “Series A” in such Sections, and (ii) for the purposes of the confirmation of the representations and warranties in Section 5, the term
Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued: North Haven Private Income Fund LLC Note Purchase Agreement
Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(a) A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of Section 10.6 on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).
(b) The Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S hereto.
(c) Each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes.
(d) Each Subsidiary Guarantor, if any, shall execute and deliver a ratification of its Subsidiary Guaranty.
Conditions to Issuance of Additional Notes. The Second Closing shall have occurred.
Conditions to Issuance of Additional Notes. Additional Notes to be issued on an Additional Notes Closing Date pursuant to Section 2.4 may be executed by the Applicable Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:
(i) Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An Officer’s certificate of each of the Co-Issuers (1) evidencing the authorization by Board Resolution of the execution and delivery of a supplemental indenture pursuant to Section 8.1 and the execution, authentication and delivery of the Additional Notes applied for by it, and (2) certifying that (a) the attached copy of such Board Resolution is a true and complete copy thereof, (b) such resolutions have not been rescinded and are in full force and effect on and as of the Additional Notes Closing Date and (c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.
Conditions to Issuance of Additional Notes. (a) The Borrower and Capital Corp. shall be entitled, subject to the conditions set forth in Section 3(b) below, to issue up to an additional $100,000,000 in principal amount of 2014 Notes (the “Additional 2014 Notes”) secured by the Collateral and, in furtherance of the foregoing, Section 7.2(f)(ii) of the Credit Agreement is amended, effective on the date of issuance of the Additional 2014 Notes, by replacing the number “$1,300,000,000” with a number equal to the sum of $1,300,000,000 plus the principal amount of Additional 2014 Notes actually issued by the Borrower and Capital Corp. not to exceed $100,000,000.
(b) The Additional 2014 Notes may only be issued once after the Phase II Commitment Sunset Date has occurred and the Borrower and Capital Corp. shall not issue the Additional 2014 Notes unless each of the following conditions shall have been satisfied (or waived):
(i) no Default or Event of Default shall have occurred and be continuing immediately prior to the issuance of the Additional 2014 Notes or could reasonably be expected to result therefrom;
(ii) the Wynn Mortgages shall have been amended pursuant to an amendment substantially in the form attached hereto as Exhibit A (the “Mortgage Amendment”)(and the Lenders authorize the Administrative Agent to enter into such amendments on behalf of the Lenders) and such amendment shall have be recorded in the appropriate real property records of the State of Nevada;
(iii) concurrently with the recordation of the Mortgage Amendment, the applicable Wynn Amendment Parties shall have obtained and delivered to the Administrative Agent appropriate endorsements or supplements to the Title Policy with respect to the Wynn Mortgages (the “Existing Title Policy”), or a commitment to issue such endorsements or supplements, in each case, in form and substance reasonably satisfactory to the Administrative Agent (x) ensuring the Lenders that the amendments to the applicable Wynn Mortgages made pursuant to the Mortgage Amendment do not adversely affect the Lender’s title and extended coverage insurance contained in the Existing Title Policy and (y) increasing the insured amount of the Existing Title Policy by the principal amount of Additional 2014 Notes actually issued by the Borrower and Capital Corp.
(iv) each of the Security Agreement, and the Company Disbursement Collateral Account Agreement, the Completion Guaranty Collateral Account Agreement, that certain Control Agreement dated as of December 14, 2004 among t...
Conditions to Issuance of Additional Notes
