CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” For the avoidance of doubt, it is acknowledged and agreed that, as of the Closing Date, none of the Lenders is a Public Lender. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Upon the occurrence and during the continuance of a Default, Administrative Agent may apply all or any portion of any Borrower Balancing Deposit (including accrued interest thereon) to the payment of the Obligations or any Project Costs. Borrower shall have the right to deliver an irrevocable standby letter of credit to Administrative Agent in the amount of any required Balancing Deposit in lieu of depositing cash therefor so long as such letter of credit (i) is issued by a Qualified Financial Institution, (ii) permits draws upon delivery of sight drafts by Administrative Agent in order to facilitate the disbursements contemplated hereby in the same manner as if cash were deposited with Administrative Agent for the required Balancing Deposit, and (iii) is otherwise in form and substance satisfactory to Administrative Agent. In the event Administrative Agent makes a demand for a Balancing Deposit hereunder as a result of a casualty or condemnation, any insurance or condemnation proceeds held by Administrative Agent and available for disbursement for construction or reconstruction in accordance with Section 7.01(g) and Section 7.02 hereof (as applicable) hereof shall be credited against the Balancing Deposit required to be made hereunder and shall be treated in the same manner as a Balancing Deposit.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.04(c) hereof.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. In addition, IGT shall have the right to maintain its exclusive license under this Agreement by purchasing additional licenses ("Additional Licenses") in lieu of Sales of Gaming Machine such that with the Additional Licenses the average calculates to [****] Wagering Stations Sold by IGT per year during the then expired portion of the Second Term. Any Additional Licenses as may be purchased by IGT shall be purchased at a royalty rate [****] per Wagering Station. If such Additional Licenses are to be purchased by IGT prior to exhaustion of the total Prepaid Royalty under Section 4.02, then such Additional Licenses will be applied against the Prepaid Royalty. If PureDepth makes the Buy Back Payment as set forth in this Section 4.06 and IGT does not purchase Additional Licenses as necessary to maintain exclusivity, then the exclusive license granted by PureDepth to IGT in Section 3.01 will convert to a non-exclusive license until the end of the Second Term. Under the non-exclusive license, IGT will pay PureDepth a royalty of [****] for each Wagering Station provided with Gaming Machines that are Sold by IGT or any sublicensee of IGT. However, if PureDepth grants to any manufacturer or distributor of Gaming Machines, a license that is under any Licensed Intellectual Property and that will permit such manufacturer or distributor to manufacture or Sell Gaming Machines licensed in this Agreement for any use within the scope of the license granted in this Agreement, that is within the Territory and within the Field of Use, at royalty rates that, calculated on an equivalent basis in respect to the Licensed Intellectual Property in question, are lower than [****] per Wagering Station, then PureDepth will (a) promptly notify IGT of such license, provided however that PureDepth need not disclose the identify of the licensee or specific license terms to IGT, and (b) extend to IGT the lower royalty rates of the noticed license, effective as of the date on which they became effective in respect to the noticed license.”
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. CREDIT AGREEMENT
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except that (w) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (x) to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (y) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Loan Documents (but subject to the limitations on the amounts secured set forth in the Pledge Agreement) and constituting Liens on all such Collateral;
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
