Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date and each in form and substance satisfactory to the Administrative Agent: (i) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Company; (ii) Committed Advance Notes executed by the Company in favor of each Lender which has requested the issuance thereof prior to the Effective Date, each in a principal amount equal to that Lender’s Applicable Percentage; (iii) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company; (iv) the Parent Guaranty executed by Parent; (v) with respect to the Parent and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Company, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials; (vi) the Opinions of Counsel; (vii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3; (viii) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid. (d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid. (e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct. (f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The effectiveness of this Agreement as an amendment and restatement of the First Amended Loan Agreement, and the effectiveness of the other Loan Documents as amendments and restatements of the other Pre-Existing Loan Documents, and the obligation of each Lender Bank to make the initial Advance to be made by itit and, the obligation of the Swing Line Lenders if applicable, to make Swing Line Advances or accept an Adjusting Purchase Payment, and the obligation of the relevant Issuing Lenders Bank to issue the initial Letters any Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall must be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise)::
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii2) Committed Advance Notes a Line A Note and a Line B Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each such Note in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the applicable Commitment;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated Subsidiary Guaranty executed by the Companyeach Guarantor Subsidiary;
(iv) the Parent Guaranty executed by Parent;
(v4) with respect to the Parent Borrower and the Companyeach Guarantor Subsidiary, such documentation as the Administrative Agent may require be required to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials;, and the like; -72-
(vi5) the Opinions of Counsel;
(vii6) such assurances as the Administrative Agent deems appropriate a Certificate of a Responsible Official certifying that the relevant Gaming Boards have approved copies of the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Indentures attached thereto are true, current and complete copies;
(viii7) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e8.1(a)(8), 8.1(d) and 8.1(f8.1(e) have been satisfied; and
(ix) 8) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.2 and 3.3 and 3.6 shall have been paidpaid and any accrued interest and fees under the Pre-Existing Loan Documents shall have been paid as specified in Section 3.16.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrower prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrower contained in Article 4 shall be true and correct.
(fe) Parent, the Company Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(f) The Consolidated Fixed Charge Coverage Ratio shall be no less than 3.00:1.00.
(g) The applicable Banks shall have made the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions Adjusting Purchase Payments as specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto2.9 hereof.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes A Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Commitment;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyClosing Date;
(iv) the Parent Guaranty executed by Parent;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyClosing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including including, without limitation, certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(viv) the Opinions of Counsel;
(viivi) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents an Officer's Certificate of Borrower affirming, to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii) a Certificate best knowledge of a Responsible Official signed on Parent’s and the Company’s behalf by a certifying Senior Officer certifying Officer, that the conditions specified set forth in Sections 8.1(e8.1(c) and 8.1(f8.1(d) have been satisfied; and
(ixvii) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The fees upfront fee payable pursuant to Sections 3.2, 3.3 Section 3.2 shall have been paid and 3.6 any fees then payable under the letter agreement referred to in Section 3.5 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrower contained in Article 4 shall be true and correctcorrect in all material respects on and as of the Closing Date.
(fd) Parent, Borrower and its Subsidiaries and any other Parties shall be in compliance with all the Company terms and provisions of the Loan Documents.
(e) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting .
(f) The Banks shall have received the generality written legal opinion of Sheppard, Mullin, Rich▇▇▇ & ▇amp▇▇▇ ▇▇▇, legal counsel to the provisions Administrative Agent, to the effect that the Opinions of Section 10.4, for purposes of determining compliance with Counsel are acceptable and such other matters relating to the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 Loan Documents as the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretomay request.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the ---------------------- initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Lender to issue the initial Letters Letter of Credit, are each is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrower;
(ii2) Committed Advance Line A Notes executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share of the Line A Commitment;
(iii3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment.
(4) the Subsidiary Guaranty executed by all Subsidiary Guarantors;
(5) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated executed by the CompanyBorrower;
(iv) the Parent Guaranty executed by Parent;
(v6) with respect to the Parent Borrower and the CompanySubsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the CompanySubsidiary Guarantors, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, their authority to execute, deliver and perform any the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified --------- copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi7) the Opinions Opinion of Counsel;
(vii) such assurances as the Administrative Agent deems appropriate 8) a Certificate of a Responsible Official of Borrower certifying that the relevant Gaming Boards have approved representation contained in Section 4.17 is, to ---- the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws best of his or as otherwise permitted under Schedule 4.3her knowledge, true and correct;
(viii9) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(e8.1(h) and 8.1(f8.1(i) ----- ------ have been satisfied; and
(ix10) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require, as may be notified to Borrower at least two (2) Banking Days prior to the Closing Date.
(b) The fees arrangement fee payable pursuant to Sections 3.2, 3.3 and 3.6 Section 3.2 shall --- have been paid.
(c) The participation fee payable pursuant to Section 3.3 shall --- have been paid.
(d) The agency fee payable pursuant to Section 3.4 shall have --- been paid.
(e) All Indebtedness outstanding under the Prior Credit Facility shall have been (or shall concurrently be) paid and the same shall, together with any Liens securing such Indebtedness, have been (or shall concurrently be) terminated.
(f) The Administrative Agent shall be satisfied with the results of its review of the Projections.
(g) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrower prior to the Effective Closing ---- Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(eh) The representations and warranties of Parent and the Company Borrower contained in Article 4 shall be true and correct.correct in all material respects. ---------
(fi) Parent, the Company Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting .
(j) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent Agent.
(k) The Closing Date shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretooccurred on or before March 10, 1999.
Appears in 1 contract
Initial Advances, Etc. The obligation effectiveness of each Lender to make the initial Advance to be made by itthis Agreement, the obligation of each Bank with a Pro Rata Share of the Swing Line Lenders Commitment hereunder to make Swing Line Advances continue any and all Commitments, Loans, participations in Existing Letters of Credit and other Obligations hereunder, and the obligation of each New Bank to make its initial Advances hereunder and of the relevant Issuing Lenders Banks to issue the initial Letters of Credit, Credit hereunder are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Restatement Date (provided that, in the case of any Consenting Bank, such Consenting Bank has delivered to Borrower the Note issued in its favor and delivered pursuant to the Existing Loan Agreement (if any) for cancellation);
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyRestatement Date;
(iv) the Parent Guaranty a duly executed by ParentLoan Notice;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyRestatement Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on November 30, 2021, showing the Borrower to be in compliance with Section 6.17 after giving effect to any Loans made and Letters of Credit issued on the Restatement Date;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedNovember 30, 2021; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(di) All breakage costs associated with the termination of Eurodollar Rate Loans fees then payable under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained letter agreements referred to in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.Section
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders Lender to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders:
(i) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Company;
(ii) Committed Advance Notes executed by the Company in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s 's applicable Applicable Percentage;
(iii) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the CompanyDocuments;
(iv) the Parent Guaranty executed by Parent;
(v) with respect to the Parent and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Company, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vi) the Opinions of Counsel;
(vii) a Certificate of a Responsible Official certifying that the attached copies of the governing indentures and agreements for the Existing Subordinated Debt, the Existing Senior Notes and the Atlantic City Showboat Land Debt are true copies;
(viii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viiiix) a Certificate of a Responsible Official signed on Parent’s 's and the Company’s 's behalf by a Senior Officer setting forth the Total Debt Ratio as of March 31, 2004 and the Debt Rating as of the Closing Date;
(x) a Certificate of a Responsible Official signed on Parent's and the Company's behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and
(ixxi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The arrangement fee, upfront fees, amendment fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of "Eurodollar Rate Loans Loans" under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Closing Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation occurrence of the Swing Line Lenders to make Swing Line Advances Effective Date, and the obligation of the relevant Administrative Agent, the Lenders, the Issuing Lenders Lender and the Swing Line Lender to issue make any Loan, Letter of Credit or Swing Line Advances made by them hereunder on the initial Letters of Credit, Effective Date are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date and each in form and substance satisfactory to the Administrative Agent:
(i) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Company;
(ii) Committed Revolving Advance Notes executed by the Company in favor of each Lender with a Revolving Commitment which has requested the issuance thereof prior to the Effective Date, each in a principal amount equal to that Lender’s Applicable PercentageRevolving Commitment Percentage of the Aggregate Revolving Commitments;
(iii) Term Loan Notes executed by the Company in favor of each Lender with a Term Loan Commitment which has requested the issuance thereof prior to the Effective Date, each in a principal amount equal to that Lender’s Applicable Percentage of the Aggregate Term Loan Commitments;
(iv) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company;
(ivv) the Parent Guaranty executed by Parent;
(vvi) with respect to the Parent and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Company, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vivii) the Opinions of Counsel;
(viiviii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viiiix) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and
(ixx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable on the Effective Date pursuant to Sections 3.2, 3.3 and Section 3.6 hereof shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid[Reserved].
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correctcorrect in all material respects as of the Effective Date, except (i) to the extent any such representation and warranty is not true as of the Effective Date due to any change in facts and circumstances which do not constitute a violation of the Third Amended and Restated Credit Agreement, or (ii) as has been disclosed in writing by the Company to the Administrative Agent and the Lenders under the Third Amended and Restated Credit Agreement and previously approved by them.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Additional Credit Agreement (Harrahs Entertainment Inc)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances it and the obligation of the relevant Issuing Lenders Lender to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrower;
(ii2) Committed Advance Notes executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated Company Guaranty executed by the Company;
(iv) the Parent Guaranty executed by Parent;
(v4) with respect to the Parent Borrower and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent Borrower and the Company, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of organization and amendments thereto, operating agreements and amendments thereto, articles of incorporation and amendments thereto, bylaws and amendments thereto, as applicable, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi5) the Opinions of Counsel;
(vii6) the Mortgages executed by Borrower and a related fixture filing in a form suitable for recordation in the real property records of ▇▇▇▇▇ County, Michigan;
(7) the Lease Indemnity executed by the Company with respect to the Lease;
(8) the Security Agreement executed by Borrower;
(9) such financing statements on Form UCC-1 and Form UCC1-A executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(10) a certificate of insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Mortgages, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(11) a Certificate of a Senior Officer of Borrower attaching true, correct and complete copies of each of the Material Documents.
(12) a Request for Loan in compliance with Article 2;
(13) the fee letter described in Sections 3.2, 3.3 and 3.6;
(14) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii15) such assurances as the Administrative Agent deems appropriate that Borrower has obtained, or will in due course obtain, all licenses, permits, and necessary approvals of all relevant Gaming Boards and Governmental Agencies in order to permit the design, development and construction of the Temporary Project in accordance with the Development Agreement (it being understood that no gaming licenses shall be issued by the Michigan Gaming Control Board with respect to the Temporary Project prior to its substantial completion), and that all of such licenses, permits and other approvals are, or shall when necessary be, in full force and effect;
(16) a Certificate signed by a Senior Officer of Borrower attaching the Plans and Budget; and
(17) a Certificate of a Responsible Official signed on Parent’s and the Company’s Borrower's behalf by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(e8.1(d) and 8.1(f8.1(e) have been satisfied; and
(ix18) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require, including without limitation all environmental site assessments as the Administrative Agent may reasonably require and evidence that the Temporary Casino is not located in a special flood hazards zone.
(b) The arrangement fee, upfront fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrower prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrower contained in Article 4 shall be true and correct.
(fe) Parent, the Company Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(f) The Administrative Agent shall have received notice from such Lender prior the written assurance of First American Title Insurance Company (acting through First Title Corporation) that it is prepared to issue its ALTA title policies of lenders title insurance, insuring the Mortgages as first priority mortgages with respect to the proposed Effective Date specifying its objection theretoTemporary Project in the amount of $75,000,000 (subject to tie-in endorsements as to each such policy), subject to the Lease and those exceptions to title shown on Schedule B thereto and with endorsements to title and such reinsurance commitments as are reasonably acceptable to the Administrative Agent.
(g) Bank One, Michigan (formerly, NBD Bank) shall have executed and delivered a Mortgagee Waiver with respect to the Temporary Casino project site.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, or the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank to issue the initial Letters Letter of CreditCredit (as applicable), are each is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii2) Committed Advance the Line A Notes executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Line A Commitment;
(iii3) the Swing Line Documents with Bank B Notes executed by Borrower in favor of America and any other Swing each Bank, each in a principal amount equal to that Bank's Pro Rata Share of the Line Lenders then designated by the CompanyB Commitment;
(iv4) the Parent Subsidiary Guaranty executed by Parenteach Subsidiary (INCLUDING EDAC and Deanco) of Borrower;
(v5) the Security Agreement executed by Borrower and each of its Subsidiaries (INCLUDING EDAC and Deanco);
(6) such financing statements on Form UCC-1 executed by Borrower and each of its Subsidiaries (INCLUDING EDAC and Deanco) with respect to the Parent Security Agreement as the Agent may request;
(7) the Pledge Agreement executed by Borrower, together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank;
(8) with respect to Borrower and the Companyeach of its Subsidiaries (INCLUDING EDAC and Deanco), such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi9) the Opinions Opinion of Counsel;
(vii10) such assurances as Landlord Acknowledgment and Consents executed by the Administrative Agent deems appropriate Significant Lessors; PROVIDED that the relevant Gaming Boards have approved Agent may, in its sole discretion, waive this condition with respect to any Significant Lessor on such terms (which may include elimination of inventory located at the transactions contemplated premisses of such Significant Lessor from Eligible Inventory) as are set forth in a memorandum agreement signed by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Agent and Borrower;
(viii11) a Borrowing Base Certificate;
(12) the RayChem Lien Subordination executed by RayChem, Inc.;
(13) written evidence that the Prior Deanco Credit Facility has been or will be concurrently terminated and that all Liens securing such facility have been or will be concurrently released;
(14) written evidence that the Prior ▇▇▇▇▇▇ Credit Facility has been or will be concurrently terminated and that all Liens securing such facility have been or will be concurrently released;
(15) a certificate of insurance issued by Borrower's insurance carrier or agent setting forth the insurance policies required pursuant to Section 5.4, together with lenders' loss payable endorsements on Form 438BFU or other form acceptable to the Agent;
(16) copies of the Deanco Acquisition Agreement and all related documents, together with an Officer's Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer on behalf of Borrower to the effect that the same are true copies and are in full force and effect;
(17) an Officer's Certificate signed by a Senior Officer on behalf of Borrower affirming, to the best of Borrower's knowledge, that the representation set forth in Section 4.17 is true;
(18) a Certificate signed by a Senior Officer on behalf of Borrower certifying that the conditions specified in Sections 8.1(e8.1(g) and 8.1(f(h) have been satisfied;
(19) evidence satisfactory to the Agent that all final approvals of all Governmental Agencies necessary for the Deanco Acquisition have been received; and
(ix20) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable required to be paid on or before the Closing Date pursuant to Sections 3.2, SECTIONS 3.2 and 3.3 and 3.6 shall have been paid.
(c) The Agent, through its Commercial Finance Department, shall have completed its initial audit of the Collateral and the results of such audit shall be satisfactory to the Requisite Banks in their sole and absolute discretion.
(d) The Deanco Acquisition shall have been closed or be in a position to close concurrently.
(e) There shall not be pending or threatened any litigation relating to the transactions contemplated by this Agreement which the Requisite Banks deem to be material.
(f) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the underwriting and due diligence process relating to this transaction and the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrower prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(eg) The representations and warranties of Parent and the Company Borrower contained in Article ARTICLE 4 shall be true and correct.
(fh) Parent, the Company Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 continuing and no event shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretooccurred since September 29, 1995 which constitutes a Material Adverse Effect.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders Lender to make Swing Line Advances Loans and the obligation of the relevant Issuing Lenders Lender to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrower;
(ii2) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the CompanyNote;
(iv4) the Parent Subsidiary Guaranty executed by Parenteach Significant Subsidiary;
(v5) with respect to the Parent Borrower and the Companyeach Significant Subsidiary, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officialsthe like;
(vi6) the Opinions Opinion of Counsel;
(vii7) a Certificate signed by a Senior Officer certifying that the attached copies of the governing indentures and agreements for the Existing Senior Notes and the Existing Subordinated Notes are true copies;
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii9) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e8.1(d) and 8.1(f) have been satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date and each in form and substance satisfactory to the Administrative Agent:
(i) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Company;
(ii) Committed Advance Notes executed by the Company in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage;
(iii) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company;
(iv) the Parent Guaranty executed by Parent;
(v) with respect to the Parent and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Company, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vi) the Opinions of Counsel;
(vii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents (including the consummation of the Caesars Merger Agreement) to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii) Indicative Debt Ratings shall have been issued in respect of the Company (after giving effect to the Caesars Merger and the other transactions contemplated by the Caesars Merger Agreement to occur on the Effective Date) by ▇▇▇▇▇’▇ and S&P;
(ix) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer setting forth (A) the combined pro forma Total Debt Ratio of the Company and Caesars, after giving pro forma effect to the Caesars Merger and the incurrence of all indebtedness required to consummate the Caesars Merger as of the Effective Date, or (B) the then effective Indicative Debt Rating as of the Effective Date (which ever then governs the applicable Pricing Level);
(x) Parent and the Company shall have delivered, or shall concurrently issue, any writings required by the Administrative Agent to designate the Obligations as “Designated Senior Indebtedness” or “Designated Senior Debt” under the indentures governing any Subordinated Debt then outstanding (including any Assumed Caesars Subordinated Debt);
(xi) a pay-off letter agreement with Bank of America terminating the Caesars Credit Agreement, contingent upon and effective concurrently with the making of the initial Loans hereunder, provided that any letters of credit issued thereunder by Lenders party to this Agreement which have agreed to be Issuing Lenders hereunder may be continued as Letters of Credit hereunder at the request of the Borrowers by a writing delivered to the Administrative Agent prior to the Effective Date designating such letters as “Caesars Letters of Credit” under this Agreement;
(xii) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer attaching any amendments following the Signing Date to the Caesars Merger Agreement (each of which shall be reasonably acceptable to the Administrative Agent);
(xiii) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e8.1(f) and 8.1(f8.1(g) have been satisfied; and
(ixxiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The Administrative Agent shall be satisfied that the Caesars Merger is in a position to occur immediately following the making of the initial Loans hereunder.
(c) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(cd) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(de) All breakage costs associated with the termination of “Eurodollar Rate Loans Loans” under the Existing Credit Agreement shall have been paid.
(ef) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(fg) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing.
(h) Each of the conditions precedent set forth in this Section 8.1 shall have been completed no later than August 15, 2005. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Managing Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Managing Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Managing Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrowers;
(ii2) Committed Advance Notes executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Commitment;
(iii3) the Swing Line Omnibus Documents with Bank of America Amendment executed by Borrower and any other Swing Line Lenders then designated by the Companyeach Significant Subsidiary;
(iv4) the Parent Guaranty such financing statements on Form UCC-1 executed by ParentBorrowers and each Significant Subsidiary with respect to the Security Agreement, as amended by the Omnibus Documents Amendment, as the Managing Agent may request, and such other agreements, documents and instruments executed by Borrowers and each Significant Subsidiary as the Managing Agent may request to assure that the Liens securing the Obligations have been duly created and may be duly perfected;
(v5) with respect to the Parent Borrowers and the Companyeach Significant Subsidiary, such documentation as the Administrative Managing Agent may require to establish the due organization, valid existence and good standing of Parent Borrowers and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation incorpo- ration and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi6) the Opinions Intercreditor Agreement, executed by all parties thereto;
(7) the Opinion of Counsel;
(vii) 8) such assurances as the Administrative Managing Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii9) a Pricing Certificate as of the last day of the most recently ended Fiscal Quarter;
(10) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer of Parent certifying that the conditions specified in Sections 8.1(e8.1(d) and 8.1(f8.1(e) have been satisfied; and
(ix11) such other assurances, certificates, documents, consents or opinions as the Administrative Managing Agent reasonably may require.
(b) The upfront fees payable pursuant to Sections 3.2, Section 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Managing Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrowers prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(fe) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting .
(f) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Administrative Agent Managing Agent.
(g) The Closing Date shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretooccurred on or before March 17, 1997.
Appears in 1 contract
Sources: Supplemental Reducing Revolving Loan Agreement (Aztar Corp)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party Party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrowers;
(ii2) Committed Advance Notes a Note executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America Second Amended and any other Swing Line Lenders then designated by the CompanyRestated Security Agreement;
(iv4) the Parent Guaranty Amended and Restated Pledge Agreement executed by Parent, each Borrower and the Sibling Guarantors;
(v5) Deeds of Trust with respect to each of the Core Properties existing as of the Closing Date (including the Property underlying the proposed Red Rock Project), the properties commonly known as the Durango Property, Wildfire Casino and the Palms Business Center and the property at Flamingo Drive and the 215 beltway commonly known as the Flamingo site;
(6) assurances from the Title Company that it is prepared to issue such endorsements with respect to the title insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(7) with respect to the Parent Parent, each Borrower and the Companyeach Sibling Guarantor, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Companyeach such Party, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation or articles of organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi) 8) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied;
(vii9) the Second Amended and Restated Parent Guaranty and the Second Amended and Restated Sibling Guaranty;
(10) a certificate of insurance issued by Borrowers' insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deeds of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(11) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Agreement remains effective;
(12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii13) a Certificate of a Responsible Official signed on Parent’s and Senior Officer of Parent certifying that incurrence by Borrowers of the Company’s behalf by Obligations will not violate the Indentures governing the Existing Subordinated Notes;
(14) a Certificate of a Senior Officer of each of Parent and each of the Borrowers certifying that the conditions specified in Sections 8.1(e9.1(e), 9.1(f) and 8.1(f) have been satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.9.1
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party Party thereto, each dated as of the Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrowers;
(ii2) Committed Advance Notes a Line A Note executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share of the Line A Commitment;
(iii3) a Line B Note executed by Borrowers in favor of each Lender, in a principal amount equal to that Lender's Pro Rata Share of the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the CompanyB Commitment;
(iv4) the Parent Guaranty Omnibus Documents Amendment executed by ParentBorrowers, Parent and the Sibling Guarantors;
(v5) such financing statements on Form UCC-1 executed by Borrowers with respect to the Security Agreement as the Administrative Agent may request;
(6) a written consent and acknowledgment executed by Parent confirming the continued effectiveness of the Pledge Agreement (Nevada) in form and substance acceptable to the Administrative Agent;
(7) a Deed of Trust Amendment with respect to the Palace Deed of Trust executed by Palace;
(8) a Deed of Trust Amendment with respect to the Boulder Deed of Trust executed by Boulder;
(9) a Deed of Trust Amendment with respect to the Texas Deed of Trust executed by Texas;
(10) a Deed of Trust Amendment with respect to the St. ▇▇▇▇▇▇▇ Deed of Trust executed by St. ▇▇▇▇▇▇▇;
(11) a Deed of Trust Amendment with respect to each of the Kansas City Deeds of Trust executed by Kansas City;
(12) a Deed of Trust Amendment with respect to the Sunset Deed of Trust executed by Sunset;
(13) the Intercreditor Agreement executed by the Collateral Agent and the Term Agent;
(14) a written acknowledgement from First Security Trust Company of Nevada to the effect that the Sunset Intercreditor Agreement remains effective and applicable;
(15) assurances from the Title Company that it is prepared to issue such endorsements with respect to the title insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(16) with respect to each Borrower and each of the Parent and the CompanyGuarantors, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent such Borrower and the Companyeach such Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi17) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied;
(vii18) a certificate of insurance issued by Borrowers' insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deeds of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(19) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Agreement remains effective;
(20) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii21) a Certificate of a Responsible Official signed on Parent’s and Senior Officer of Parent certifying that incurrence by Borrowers of the Company’s behalf by Obligations will not violate the Indentures governing any Subordinated Obligation;
(22) a Certificate of a Senior Officer of each of the Borrowers certifying that the conditions specified in Sections 8.1(e11.1(g) and 8.1(f11.1(h) have been satisfied; and
(ix23) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees arrangement fee payable pursuant to Sections 3.2, 3.3 and 3.6 Section 3.2 shall have been paid.
(c) Any agency fees payable on the Amendment Effective Date pursuant to Section 3.5 shall have been paid.
(d) The Term Loan Agreement shall concurrently close.
(e) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.314.3, and invoiced to the Parent Borrowers prior to the Amendment Effective Date, shall have been paid.
(df) All breakage costs associated with Parent shall have delivered to the termination of Eurodollar Rate Loans trustees under the Existing Credit Agreement shall have been paidIndentures governing all Subordinated Obligations a written statement designating the Obligations as "Designated Senior Indebtedness" under such Indentures.
(eg) The representations and warranties of Parent and the Company Borrowers contained in Article ARTICLE 4 shall be true and correct.
(fh) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(i) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent Agent.
(j) The Amendment Effective Date shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretooccurred on or before October 31, 1999.
Appears in 1 contract
Sources: Reducing Revolving Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, it are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrower;
(ii2) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company[intentionally omitted];
(iv4) the Parent Subsidiary Guaranty executed by Parenteach Significant Subsidiary;
(v5) with respect to the Parent Borrower and the Companyeach Significant Subsidiary, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officialsthe like;
(vi6) the Opinions Opinion of Counsel;
(vii7) a Certificate signed by a Senior Officer certifying that the attached copies of the governing indentures and agreements for the Existing Senior Notes and the Existing Subordinated Notes are true copies;
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii9) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e8.1(d) and 8.1(f8.1(e) have been satisfied; and
(ix10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The arrangement fee, upfront fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent Borrower prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrower contained in Article 4 shall be true and correct.
(fe) Parent, the Company Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(f) The proposed $850,000,000 Revolving Loan Agreement and $150,000,000 Capital Markets Term Loan Agreement among Borrower, the generality lenders described therein, and Bank of the provisions of Section 10.4America, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 N.A. as Administrative Agent shall have received notice from such Lender prior be in a position to the proposed Effective Date specifying its objection theretoconcurrently close.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party Party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrowers;
(ii2) Committed Advance Notes a Note executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America Amended and any other Swing Line Lenders then designated by the CompanyRestated Security Agreement;
(iv4) the Parent Guaranty Pledge Agreement executed by Parent, each Borrower and the Sibling Guarantors;
(v5) deposit account control agreements, in form and substance acceptable to the Administrative Agent, with respect to each deposit or brokerage account identified on Schedule 4.22;
(6) Deeds of Trust with respect to each Developed Property consisting of real property and existing as of the Closing Date, substantially in the forms of the Deeds of Trust executed in connection with the Existing Loan Agreement;
(7) assurances from the Title Company that it is prepared to issue such endorsements with respect to the Parent title insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such assurances as the CompanyAdministrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(8) with respect to each Borrower and each of the Guarantors, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent such Borrower and the Companyeach such Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi9) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied;
(vii10) the Amended and Restated Parent Guaranty and the Amended and Restated Sibling Guaranty;
(11) a certificate of insurance issued by Borrowers' insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deeds of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(12) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Agreement remains effective;
(13) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii14) a Certificate of a Responsible Official signed on Parent’s and Senior Officer of Parent certifying that incurrence by Borrowers of the Company’s behalf by Obligations will not violate the Indentures governing any Subordinated Obligations;
(15) a Certificate of a Senior Officer of each of Parent and each of the Borrowers certifying that the conditions specified in Sections 8.1(e9.1(e) and 8.1(f9.1(f) have been satisfied; and
(ix16) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 Article 3 on the Closing Date shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to the Parent Borrowers prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with Parent shall have delivered to the termination of Eurodollar Rate Loans trustees under the Existing Credit Agreement shall have been paidIndentures governing all Subordinated Obligations a written statement designating the Obligations as "Designated Senior Indebtedness" under such Indentures.
(e) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(f) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(g) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretoAgent.
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party Party thereto, each dated as of the Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrowers;
(ii2) Committed Advance Notes a Line A Note executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateRevolver Lender, each in a principal amount equal to that Revolver Lender’s Applicable Percentage's Pro Rata Share of the Line A Commitment;
(iii3) a Line B Note executed by Borrowers in favor of each Revolver Lender, in a principal amount equal to that Revolver Lender's Pro Rata Share of the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the CompanyB Commitment;
(iv4) a Line C Note executed by Borrowers in favor of each Term Lender, in a principal amount equal to that Term Lender's Pro Rata Share of the Line C Commitment;
(5) the Omnibus Collateral Documents Amendment executed by Borrowers;
(6) such financing statements on Form UCC-1 executed by Borrowers with respect to the Security Agreement as the Administrative Agent may request;
(7) the Parent Guaranty executed by Parent;
(v8) the Sibling Guaranty executed by the Sibling Guarantors;
(9) a written consent and acknowledgment executed by Parent confirming the continued effectiveness of the Pledge Agreement (Nevada) in form and substance acceptable to the Administrative Agent;
(10) a Deed of Trust Amendment with respect to the Palace Deed of Trust executed by Palace;
(11) a Deed of Trust Amendment with respect to the Boulder Deed of Trust executed by Boulder;
(12) a Deed of Trust Amendment with respect to the Texas Deed of Trust executed by Texas;
(13) a Deed of Trust Amendment with respect to the St. ▇▇▇▇▇▇▇ Deed of Trust executed by St. ▇▇▇▇▇▇▇;
(14) a Deed of Trust Amendment with respect to the Kansas City Deed of Trust executed by Kansas City;
(15) a Deed of Trust Amendment with respect to the Sunset Deed of Trust executed by Sunset;
(16) the New Kansas City Deed of Trust executed by Kansas City;
(17) assurances from the Title Company that it is prepared to issue such endorsements with respect to the title insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(18) assurances from the Title Company that it is prepared to issue its ALTA lenders title policy insuring the Lien of the St. ▇▇▇▇▇▇▇ Deed of Trust in an amount not less than an amount acceptable to the Administrative Agent and the Lien of the Kansas City Deed of Trust and the New Kansas City Deed of Trust in an amount not less than an amount acceptable to the Administrative Agent (provided, however, that the aggregate title insurance amount with respect to the Deeds of Trust shall not exceed the Commitments), subject only to such exceptions as are reasonably acceptable to the Administrative Agent and the Requisite Lenders, with such title policy endorsements as the Administrative Agent may reasonably require and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(19) with respect to each Borrower and each of the Parent and the CompanyGuarantors, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent such Borrower and the Companyeach such Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi20) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied;
(vii21) a certificate of insurance issued by Borrowers' insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deeds of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(22) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Agreement remains effective;
(23) RESERVED;
(24) the Termination Agreement executed by each of the parties thereto;
(25) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii26) a Certificate of a Responsible Official signed on Parent’s and Senior Officer of Parent certifying that incurrence by Borrowers of the Company’s behalf by Obligations will not violate the Indentures governing any Subordinated Obligation;
(27) a Certificate of a Senior Officer of each of the Borrowers certifying that the conditions specified in Sections 8.1(e11.1(g) and 8.1(f11.1(h) have been satisfied; and
(ix28) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees arrangement fee payable pursuant to Sections 3.2, 3.3 and 3.6 Section 3.2 shall have been paid.
(c) The upfront fee payable pursuant to Section 3.3 shall have been paid.
(d) Any agency fees payable on the Amendment Effective Date pursuant to Section 3.5 shall have been paid.
(e) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.314.3, and invoiced to the Parent Borrowers prior to the Amendment Effective Date, shall have been paid.
(df) All breakage costs associated with Parent shall have delivered to the termination of Eurodollar Rate Loans trustees under the Existing Credit Agreement shall have been paidIndentures governing all Subordinated Obligations a written statement designating the Obligations as "Designated Senior Indebtedness" under such Indentures.
(eg) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(fh) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(i) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent Agent.
(j) The Amendment Effective Date shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretooccurred on or before November 30, 1998.
Appears in 1 contract
Sources: Reducing Revolving and Term Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The obligation effectiveness of each Lender to make the initial Advance to be made by itthis Agreement, the obligation of each Bank with a Pro Rata Share of the Swing Line Lenders Commitment hereunder to make Swing Line Advances continue any and all Commitments, Loans, participations in Existing Letters of Credit and other Obligations hereunder, and the obligation of each New Bank to make its initial Advances hereunder and of the relevant Issuing Lenders Banks to issue the initial Letters of Credit, Credit hereunder are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Restatement Date (provided that, in the case of any Consenting Bank, such Consenting Bank has delivered to Borrower the Note issued in its favor and delivered pursuant to the Existing Loan Agreement (if any) for cancellation);
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyRestatement Date;
(iv) the Parent Guaranty executed by Parent[intentionally omitted];
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyRestatement Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on May 31, 2019, showing the Borrower to be in compliance with Section 6.17 after giving effect to any Loans made and Letters of Credit issued on the Restatement Date;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedMay 31, 2019; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable pursuant under the letter agreements referred to Sections 3.2, in Section 3.3 shall have been paid and 3.6 all other amounts and expenses owed hereunder and under the Existing Loan Agreement shall have been paid.
(c) The reasonable costs representations and expenses warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Restatement Date, shall have been paid.. 81
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(e) The Administrative Agent shall have received notice from such Lender all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the proposed Effective Date specifying its objection theretoRestatement Date.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Companyeach Borrower;
(ii2) Committed Advance Notes executed by the Company each Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company;
(iv3) the Parent Guaranty executed by Parent;
(v4) with respect to the Parent and the Companyeach other Borrower, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Companyeach Borrower, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vi5) the Opinions of Counsel;
(vii6) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii7) a Certificate of a Responsible Official signed on Parent’s 's and the Company’s Borrowers' behalf by a Senior Officer setting forth the Total Debt Ratio as of March 31, 2001 and the Debt Rating as of the Closing Date;
(8) a Certificate of a Responsible Official signed on Parent's and the Borrowers' behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied;
(9) a copy of the Parent's and its Subsidiaries' audited consolidated annual financial statements for the Fiscal Year ended December 31, 2000; and
(ix10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The initial Loans shall have been used or shall concurrently be used to refinance the obligations of the Borrowers under the Existing Loan Agreement.
(c) The arrangement fee, upfront fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 3.5 shall have been paid.
(cd) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers Arranger in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(f) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Companyeach Borrower;
(ii2) Committed Advance Notes executed by the Company each Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company;
(iv3) the Parent Guaranty executed by Parent;
(v4) with respect to the Parent and the Companyeach other Borrower, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Companyeach Borrower, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vi5) the Opinions Opinion of Counsel;
(vii6) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii7) a Certificate of a Responsible Official signed on Parent’s 's and the Company’s Borrowers' behalf by a Senior Officer setting forth the Total Debt Ratio as of March 31, 2002 and the Debt Rating as of the Closing Date;
(8) a Certificate of a Responsible Official signed on Parent's and the Borrowers' behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied;
(9) a copy of the Parent's and its Subsidiaries' audited consolidated annual financial statements for the Fiscal Year ended December 31, 2001; and
(ix10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The initial Loans shall have been used or shall concurrently be used to refinance the obligations of the Borrowers under the Existing Loan Agreement.
(c) The arrangement fee, upfront fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 3.5 shall have been paid.
(cd) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers Arranger in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(f) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation it and of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank to issue the initial Letters Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Commitment. Promptly following the Closing Date, the promissory notes delivered to the Banks pursuant to the Prior Loan Agreements shall be canceled and promptly returned to Borrower;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyClosing Date;
(iv) the Parent Guaranty Swing Line Documents, executed by ParentBorrower;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyClosing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents an Officer's Certificate of Borrower affirming, to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii) a Certificate best knowledge of a Responsible Official signed on Parent’s and the Company’s behalf by a certifying Senior Officer certifying Officer, that the conditions specified set forth in Sections 8.1(e8.1(c) and 8.1(f) have been satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation it and of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank(s) to issue the initial Letters Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment. Promptly following the Closing Date, the promissory notes delivered to the Banks pursuant to the Prior Revolving Loan Agreement shall be canceled and promptly returned to Borrower;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyClosing Date;
(iv) the Parent Guaranty Swing Line Documents, executed by ParentBorrower;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyClosing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) [Intentionally omitted];
(ix) a payoff letter executed by the Borrower directing payment of the Prior Revolving Loan Agreement, with such other provisions as may be reasonably requested by the Administrative Agent;
(x) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on August 31, 2005, showing the Borrower to be in compliance with Section 6.17 after giving effect to the Loans made and Letters of Credit issued on the Closing Date;
(xi) the financial statements described in Section 4.5;
(xii) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedAugust 31, 2005; and
(ixxiii) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable under the letter agreements referred to in Section 3.3 shall have been paid, and all fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall Section 3.17 have been paid.
(c) The reasonable costs representations and expenses warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, it are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrower;
(ii2) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable Percentage's Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the Company[intentionally omitted];
(iv4) the Parent Subsidiary Guaranty executed by Parenteach Significant Subsidiary;
(v5) with respect to the Parent Borrower and the Companyeach Significant Subsidiary, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officialsthe like;
(vi6) the Opinions Opinion of Counsel;
(vii7) a Certificate signed by a Senior Officer certifying that the attached copies of the governing indentures and agreements for the Existing Senior Notes and the Existing Subordinated Notes are true copies;
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii9) a Certificate of a Responsible Official signed on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e8.1(d) and 8.1(f) have been satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Capital Markets Term Loan Agreement (Mandalay Resort Group)
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation it and of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank to issue the initial Letters Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective 2000 Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Commitment. Promptly following the 2000 Closing Date, the promissory notes delivered to the Banks pursuant to the Prior Loan Agreements shall be canceled and promptly returned to Borrower;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the Company2000 Closing Date;
(iv) the Parent Guaranty Swing Line Documents, executed by ParentBorrower;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the Company2000 Closing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including including, without limitation, certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents an Officer's Certificate of Borrower affirming, to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii) a Certificate best knowledge of a Responsible Official signed on Parent’s and the Company’s behalf by a certifying Senior Officer certifying Officer, that the conditions specified set forth in Sections 8.1(e8.1(c) and 8.1(f) have been satisfied; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation effectiveness of each Lender to make the initial Advance to be made by itthis Agreement, the obligation of each Bank with a Pro Rata Share of the Swing Line Lenders Commitment hereunder to make Swing Line Advances continue any and all Commitments, Loans, participations in Existing Letters of Credit and other Obligations hereunder, and the obligation of each New Bank to make its initial Advances hereunder and of the relevant Issuing Lenders Banks to issue the initial Letters of Credit, Credit hereunder are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Restatement Date (provided that, in the case of any Consenting Bank, such Consenting Bank has delivered to Borrower the Note issued in its favor and delivered pursuant to the Existing Loan Agreement (if any) for cancellation);
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyRestatement Date;
(iv) the Parent Guaranty executed by Parent[intentionally omitted];
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyRestatement Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on May 31, 2017, showing the Borrower to be in compliance with Section 6.17 after giving effect to any Loans made and Letters of Credit issued on the Restatement Date;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedMay 31, 2017; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable pursuant under the letter agreements referred to Sections 3.2, in Section 3.3 shall have been paid and 3.6 all other amounts and expenses owed hereunder and under the Existing Loan Agreement shall have been paid.
(c) The reasonable costs representations and expenses warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Restatement Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(e) The Administrative Agent shall have received notice from such Lender all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the proposed Effective Date specifying its objection theretoRestatement Date.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders Lender to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent and the Company;
(ii2) Committed Advance Notes executed by the Company in favor of each Term Loan Lender which has requested the issuance thereof prior to the Effective Dateand Revolving Lender, each in a principal amount equal to that Lender’s Applicable Percentage's applicable Pro Rata Share;
(iii3) the Swing Line Documents with Bank of America and any other Swing Line Lenders then designated by the CompanyDocuments;
(iv4) the Parent Guaranty executed by Parent;
(v5) with respect to the Parent and the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Company, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates and Certificates of Responsible Officials;
(vi6) the Opinions of Counsel;
(vii7) a Certificate of a Responsible Official certifying that the attached copies of the governing indentures and agreements for the Existing Subordinated Debt, the Existing Senior Notes and the Atlantic City Showboat Land Debt are true copies;
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii9) a Certificate of a Responsible Official signed on Parent’s 's and the Company’s 's behalf by a Senior Officer setting forth the Total Debt Ratio as of December 31, 2002 and the Debt Rating as of the Closing Date;
(10) a Certificate of a Responsible Official signed on Parent's and the Company's behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied;
(11) a copy of the Parent's audited consolidated annual financial statements for the Fiscal Year ended December 31, 2002; and
(ix12) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The Company shall have on the Closing Date terminated the Existing ▇▇▇▇▇▇'▇ Credit Agreements and repaid each of the loans and terminated each of the outstanding letters of credit and other credit accommodations made thereunder (other than the Continuing Letters of Credit) pursuant to arrangements acceptable to the Administrative Agent, and the proceeds of the initial Loans shall have been used or shall concurrently be used to refinance the obligations of the Company thereunder.
(c) The arrangement fee, upfront fees and agency fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(cd) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective 2000 Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank, each in a principal amount equal to that Lender’s Applicable PercentageBank's Pro Rata Share of the Commitment. Promptly following the 2000 Closing Date, the promissory notes delivered to the Banks pursuant to the Prior Loan Agreements shall be canceled and promptly returned to Borrower;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the Company2000 Closing Date;
(iv) the Parent Guaranty executed by Parent;
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the Company2000 Closing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including including, without limitation, certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(viv) the Opinions of Counsel;
(viivi) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents an Officer's Certificate of Borrower affirming, to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3;
(viii) a Certificate best knowledge of a Responsible Official signed on Parent’s and the Company’s behalf by a certifying Senior Officer certifying Officer, that the conditions specified set forth in Sections 8.1(e8.1(c) and 8.1(f8.1(d) have been satisfied; and;
(ixvii) such other assurances, certificates, documents, consents or opinions as a side letter executed by each "Bank" under the Administrative Agent reasonably may require.
(b) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 shall have been paid.
(c) The reasonable costs and expenses Prior Revolving Loan Agreement that is not a "Bank" hereunder acknowledging a termination of the Administrative Agent "Commitments" under the Prior Revolving Loan Agreement without charge to Borrower (except for LIBOR breakage fees, if any) and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced agreeing to the Parent prior to the Effective Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions matters specified in this Section 8.1, each Lender that has signed this Agreement 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 proposed Effective Date specifying its objection thereto.3.16;
Appears in 1 contract
Sources: Term Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders to issue the initial Letters of Credit, are each it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party Party thereto, each dated as of the Effective Closing Date and each in form and substance satisfactory to the Administrative Agent:Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Lenders and the CompanyBorrowers;
(ii2) Committed Advance Notes a Note executed by the Company Borrowers in favor of each Lender which has requested the issuance thereof prior to the Effective DateLender, each in a principal amount equal to that Lender’s Applicable PercentagePro Rata Share;
(iii3) the Swing Line Documents with Bank of America Third Amended and any other Swing Line Lenders then designated by the CompanyRestated Security Agreement;
(iv4) the Parent Guaranty Second Amended and Restated Pledge Agreement executed by Parent, each Borrower and the Sibling Guarantors;
(v5) Deeds of Trust with respect to each of the Core Properties existing as of the Closing Date (including the Property underlying the proposed Red Rock Project), the properties commonly known as the Durango Property, Wildfire Casino and the Palms Business Center and the property at Flamingo Drive and the 215 beltway commonly known as the Flamingo site;
(6) assurances from the Title Company that it is prepared to issue such endorsements with respect to the title insurance policies issued in connection with the Existing Loan Agreement as the Administrative Agent may reasonably require, and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent;
(7) with respect to the Parent Parent, each Borrower and the Companyeach Sibling Guarantor, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Parent and the Companyeach such Party, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation or articles of organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standingstanding and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates and certificates, Certificates of Responsible Officials, and the like;
(vi) 8) the Opinions of Counsel, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied;
(vii9) the Third Amended and Restated Parent Guaranty and the Third Amended and Restated Sibling Guaranty;
(10) a certificate of insurance issued by Borrowers’ insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deeds of Trust, together with lenders’ loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(11) written confirmations from the landlords of all leaseholds covered by the Deeds of Trust confirming that the respective Landlord Consent previously delivered in connection with the Existing Loan Agreement remains effective;
(12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3Laws;
(viii13) a Certificate of a Responsible Official signed on Parent’s and Senior Officer of Parent certifying that incurrence by Borrowers of the Company’s behalf by Obligations will not violate the Indentures governing the Existing Subordinated Notes;
(14) a Certificate of a Senior Officer of Parent certifying that the conditions specified in Sections 8.1(e9.1(e), 9.1(f) and 8.1(f9.1(g) have been satisfied and a certificate of a Senior Officer of each of the Borrowers certifying that the conditions specified in Section 9.1(f) and 9.1(g) have been satisfied; and
(ix15) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The Borrowers shall pay to the lenders under the Existing Loan Agreement all interest, fees and other amounts due thereunder (other than principal) through the Closing Date, and shall refinance the Loans outstanding thereunder by the making of the initial Loans hereunder;
(c) The fees payable pursuant to Sections 3.2, 3.3 and 3.6 Article 3 on the Closing Date shall have been paid.
(cd) The reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to the Parent Borrowers prior to the Effective Closing Date, shall have been paid.
(de) All breakage costs associated with To the termination extent required in order to grant to the Administrative Agent the rights of Eurodollar Rate Loans the a holder of “Designated Senior Indebtedness” under such Indentures, Parent shall have delivered to the trustees under the Indentures governing all Existing Credit Agreement shall have been paidSubordinated Notes a written statement designating the Obligations as Designated Senior Indebtedness thereunder.
(ef) The representations and warranties of Parent and the Company Borrowers contained in Article 4 shall be true and correct.
(fg) Parent, the Company Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting .
(h) All legal matters relating to the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement Loan Documents 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 Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection theretoAgent.
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation it and of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank(s) to issue the initial Letters Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Closing Date;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyClosing Date;
(iv) a customary solvency certificate in substantially the Parent Guaranty executed by Parentform of Exhibit I;
(v) with respect to the Parent Borrower and each Subsidiary which is a Guarantor Subsidiary as of the CompanyClosing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent the Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of the Administrative Agent deems appropriate Borrower affirming, to the actual knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on June 30, 2013;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedJune 30, 2013; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable pursuant under the letter agreements referred to Sections 3.2, in Section 3.3 shall have been paid and 3.6 all other amounts and expenses owed hereunder shall have been paid.
(c) The reasonable costs representations and expenses warranties of the Administrative Agent Borrower contained in Article IV shall be true and the Lead Arrangers correct in connection with the preparation all material respects on and as of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company and any other Parties its Restricted Subsidiaries shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(e) The Administrative Agent shall have received notice from such Lender satisfactory evidence that the 2017 Notes have been, or concurrently with the Closing Date will be, terminated and all Liens securing obligations under the 2017 Notes have been, or concurrently with the Closing Date are being, released;
(f) The Administrative Agent shall have received a copy of the Senior Notes Indenture.
(g) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the proposed Effective Date specifying its objection theretoClosing Date.
Appears in 1 contract
Initial Advances, Etc. The obligation of each Lender Bank to make the initial Advance to be made by it, the obligation it and of the Swing Line Lenders to make Swing Line Advances and the obligation of the relevant Issuing Lenders Bank(s) to issue the initial Letters Letter of Credit, Credit are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the CompanyBorrower;
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Closing Date;
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyClosing Date;
(iv) the Parent Guaranty executed by Parent[intentionally omitted];
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyClosing Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on November 30, 2012, showing the Borrower to be in compliance with Section 6.17 after giving effect to the Loans made and Letters of Credit issued on the Closing Date;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedNovember 30, 2012; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable pursuant under the letter agreements referred to Sections 3.2, in Section 3.3 shall have been paid and 3.6 all other amounts and expenses owed hereunder shall have been paid.
(c) The reasonable costs representations and expenses warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Closing Date, shall have been paid.
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(e) The Administrative Agent shall have received notice from such Lender all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the proposed Effective Date specifying its objection theretoClosing Date.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)
Initial Advances, Etc. The obligation effectiveness of each Lender to make the initial Advance to be made by itthis Agreement, the obligation of each Bank with a Pro Rata Share of the Swing Line Lenders Commitment hereunder to make Swing Line Advances continue any and all Commitments, Loans, participations in Existing Letters of Credit and other Obligations hereunder, and the obligation of each New Bank to make its initial Advances hereunder and of the relevant Issuing Lenders Banks to issue the initial Letters of Credit, Credit hereunder are each subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each all in form and substance satisfactory to the Administrative AgentAgent and each of the Banks:
(i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders, Parent Banks and the Company;Borrower; LA\4060806.14
(ii) Committed Advance Notes a Note executed by the Company Borrower in favor of each Lender which has requested the issuance thereof prior to the Effective DateBank requesting a Note, each in a principal amount equal to that LenderBank’s Applicable PercentagePro Rata Share of the Commitment, promptly following the Restatement Date (provided that, in the case of any Consenting Bank, such Consenting Bank has delivered to Borrower the Note issued in its favor and delivered pursuant to the Existing Loan Agreement (if any) for cancellation);
(iii) the Swing Line Documents with Bank Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of America and any other Swing Line Lenders then designated by the CompanyRestatement Date;
(iv) the Parent Guaranty executed by Parent[intentionally omitted];
(v) with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Parent and the CompanyRestatement Date, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent Borrower and the Companyeach such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standingstanding or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates certificates, and Certificates of Responsible Officialsthe like;
(vi) the Opinions of Counsel;
(vii) such assurances as an Officer’s Certificate of Borrower affirming, to the Administrative Agent deems appropriate best knowledge of the certifying Senior Officer, that the relevant Gaming Boards conditions set forth in Sections 8.1(c) and 8.1(d) have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws or as otherwise permitted under Schedule 4.3been satisfied;
(viii) a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on May 31, 2015, showing the Borrower to be in compliance with Section 6.17 after giving effect to the Loans made and Letters of Credit issued on the Restatement Date;
(ix) the financial statements described in Section 4.5;
(x) a Responsible Official signed Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on Parent’s and the Company’s behalf by a Senior Officer certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfiedMay 31, 2015; and
(ixxi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may reasonably may require.
(b) The All fees then payable pursuant under the letter agreements referred to Sections 3.2, in Section 3.3 shall have been paid and 3.6 all other amounts and expenses owed hereunder and under the Existing Loan Agreement shall have been paid.
(c) The reasonable costs representations and expenses warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Administrative Agent and the Lead Arrangers in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to the Parent prior to the Effective Restatement Date, shall have been paid.. LA\4060806.14
(d) All breakage costs associated with the termination of Eurodollar Rate Loans under the Existing Credit Agreement shall have been paid.
(e) The representations Borrower and warranties of Parent and the Company contained in Article 4 shall be true and correct.
(f) Parent, the Company its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance Advance, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, each Lender that has signed this Agreement 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 .
(e) The Administrative Agent shall have received notice from such Lender all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the proposed Effective Date specifying its objection theretoRestatement Date.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kb Home)