OF LENDER. Lender hereby represents and warrants to the Company that:
(i) Lender is duly organized, validly existing, and good standing under the laws of the State of Delaware with the power to own its assets and to transact business in Delaware, and in such other states where its business is conducted.
(ii) Lender has all requisite limited liability company power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of Lender.
(iii) Lender is the owner of the Notes and owns such Notes free and clear of all liens, claims and encumbrances.
(iv) Lender hereby confirms, that the Conversion Shares, the Conversion Note, if any, and the shares of Common Stock into which they convert (the “Conversion Securities”) to be purchased by it are being and will be acquired for investment for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither Lender nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Conversion Securities or any portion thereof has any present intention of selling, granting any participation in or otherwise distributing the same. Lender is familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, Lxxxxx further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Conversion Securities.
(v) Lender understands that the Conversion Securities will not be at the time of issuance, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act, and that the Company’s reliance on such exemption is predicated on Lender’ representations and warranties set forth herein.
(vi) Lender represents that it is experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as the Company and ackno...
OF LENDER. All funds deposited in a Blocked Account shall immediately become the sole property of Lender and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Lender assumes no responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Lender may establish depository accounts in the name: of Lender at a bank or banks for the deposit of such funds (each, a "Dominion Account") and Borrower shall deposit all proceeds of Receivables and all cash proceeds of any sale of Inventory or, to the extent permitted herein, Equipment or cause same to be deposited, in kind, in such Dominion Accounts of Lender in lieu of depositing same to Blocked Accounts.
OF LENDER. This Consent of Lender is delivered with reference to the Loan Agreement (the "Loan Agreement") dated as of June 29, 1999 among Anchor Gaming, a Nevada corporation (the "Borrower"), the Lenders party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association) (the "Agent"), as Administrative Agent for the Lenders, and Bank of America Securities, LLC, as Lead Arranger and Sole Book Manager. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the proposed Amendment No. 1 to the Loan Agreement, substantially in the form provided to the undersigned as a draft, and without limitation on the foregoing, specifically to Borrower and the other Anchor Equities (as defined therein) entering into the Anchor Guaranty, the Reimbursement Agreement and the Anchor Subordination Agreement as each is defined therein and set forth therein. BANKERS TRUST COMPANY ----------------------------------------- [Name of Lender] By: /s/ XXXXXX X. XXXXXX -------------------------------------- Xxxxxx X. Xxxxxx Director ----------------------------------------- [Printed Name and Title] By: -------------------------------------- ----------------------------------------- [Printed Name and Title] Date: ---------------------------------- [Exhibit A to Amendment No. 1]
OF LENDER. All funds deposited in such Blocked Account shall immediately become subject to the rights of Lender and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Lender assumes no responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Lender may establish depository accounts ("Depository Accounts") in the name of Lender at a bank or banks for the deposit of such funds and Borrower shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Lender in lieu of depositing same to the Blocked Accounts.
OF LENDER. Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 8, 2004 (as heretofore amended, and as may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Credit Agreement”), among Xxxxxx Gaming, Inc., a Nevada corporation (the “Borrower”), the lenders party thereto (collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution and delivery of an Amendment No. 2 to Amended and Restated Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated as of March 10, 2006. BANK OF AMERICA, N.A. By: Xxxxx X. Xxxxxx Title: Senior Vice President Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 8, 2004 (as heretofore amended, and as may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Credit Agreement”), among Xxxxxx Gaming, Inc., a Nevada corporation (the “Borrower”), the lenders party thereto (collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution and delivery of an Amendment No. 2 to Amended and Restated Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated as of March 7, 2006. BANK OF SCOTLAND By: Xxxxxx Xxxxxx Title: First Vice President Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 8, 2004 (as heretofore amended, and as may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Credit Agreement”), among Xxxxxx Gaming, Inc., a Nevada corporation (the “Borrower”), the lenders party thereto (collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution and delivery of an Amendment No. 2 to Amended and Restated C...
OF LENDER. Notwithstanding any contrary term of this Agreement:
(A) The Lender, as owner or collateral assignee of the Renewable Energy Facilities, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Seller, any and all rights and remedies of Seller under this Agreement in accordance with the terms of this Agreement. The Lender shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the Renewable Energy Facilities;
OF LENDER. All funds deposited in a Blocked Account shall immediately become the sole property of Lender and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Lender assumes no responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Lender may establish depository accounts in the name of Lender at a bank or banks for the deposit of such funds (each, a "Dominion Account") and Borrower shall deposit all proceeds of Receivables and all cash proceeds of any sale of Inventory or, to the extent permitted herein, Equipment or cause same to be deposited, in kind, in such Dominion Accounts of Lender in lieu of depositing same to Blocked Accounts. In addition to the foregoing, during any period for which Borrower is permitted to obtain advances under the Revolving Loans Facility which advances are made against the Eligible Receivables of Parent, HHC, or CASI, each such entity shall establish a Blocked Account or Dominion Account, which account shall satisfy the requirements of this Section 7.3 as if such Person were Borrower hereunder, and into which all proceeds of Receivables and all cash proceeds of any sale of Inventory shall be deposited, in the same manner as Borrower is required to make deposits to the Blocked Account or the Dominion Account as set forth herein.
OF LENDER. This Consent of Lender is delivered with reference to the Loan Agreement (the "Loan Agreement") dated as of June 29, 1999 among Anchor Gaming, a Nevada corporation (the "Borrower"), the Lenders party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association) (the "Agent"), as Administrative Agent for the Lenders, and Banc of America Securities, LLC, as Lead Arranger and Sole Book Manager. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the proposed Amendment No. 1 to Loan Agreement, substantially in the form provided to the undersigned as a draft, and without limitation on the foregoing, specifically to Borrower and the other Anchor Equities (as defined therein) entering into the Anchor Guaranty, the Reimbursement Agreement and the Anchor Subordination Agreement as each is defined therein and set forth therein.
OF LENDER. This Agreement is made with Lender in reliance upon Lender's representations and warranties to the Company, which by Lender's execution of this Agreement Lender hereby confirms that:
OF LENDER. Reference is hereby made to the Third Amendment to Amended and Restated Credit Agreement (the “Amendment”) dated as of June 17, 2004 by and between Isle of Capri Casinos, Inc. a Delaware corporation (“Company”), Canadian Imperial Bank of Commerce, as administrative agent for the Lenders (“Administrative Agent”), which is made with reference to that certain Third Amended and Restated Credit Agreement dated as of April 26, 2002 (the “Credit Agreement”), by and among Company, the financial institutions listed therein as Lenders, the Co-Syndication Agents listed therein, the Co-Documentation Agents listed therein, CIBC World Markets Corp., as Lead Arranger, and the Administrative Agent.
