Initial Advances, Etc Clause Samples
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by it, the obligation of the Swing Line 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 Closing Date and each in form and substance satisfactory to the Administrative 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):
(1) 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;
(2) Committed Advance Notes executed by the Company in favor of each Term Loan Lender and Revolving Lender, each in a principal amount equal to that Lender's applicable Pro Rata Share;
(3) the Swing Line Documents;
(4) the Parent Guaranty executed by Parent;
(5) 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;
(6) the Opinions of Counsel;
(7) 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 th...
Initial Advances, Etc. Any Increasing Advance, Etc.
Initial Advances, Etc. The effectiveness of this Agreement as an amendment and restatement of the Second 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 Bank to make the initial Advance to be made by it and, if applicable, to make or accept an Adjusting Purchase Payment, and the obligation of the Issuing Bank to issue any Letter of Credit are subject to the following conditions precedent, each of which must be satisfied unless all of the Banks, 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 Closing Date and each in form and substance satisfactory to the Administrative 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):
(1) 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 Banks and Borrower;
(2) a Line A Note and a Line B Note executed by Borrower in favor of each Bank, each such Note in a principal amount equal to that Bank's Pro Rata Share of the applicable Commitment;
(3) the Subsidiary Guaranty executed by each Guarantor Subsidiary;
Initial Advances, Etc. The obligation of each Bank to make the ---------------------- initial Advance to be made by it, or the obligation of the Issuing Bank to issue the initial Letter of Credit (as applicable), 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 Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The 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 Closing Date and each in form and substance satisfactory to the 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):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Agent for additional executed counterparts, sufficient in number for distribution to the Banks and Borrower;
(2) Notes executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of the Commitment;
Initial Advances, Etc. The obligation of each Bank to make the initial Advance to be made by it, the obligation of the Swing Line Bank to make Swing Line Advances and the obligation of the Issuing Bank 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 Banks, in their sole and absolute discretion, shall agree otherwise):
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by 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 Closing Date and each in form and substance satisfactory to the Administrative 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):
(1) 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 and Borrowers;
(2) a Note executed by Borrowers in favor of each Lender, in a principal amount equal to that Lender’s Pro Rata Share;
(3) the Third Amended and Restated Security Agreement;
(4) the Second Amended and Restated Pledge Agreement executed by Parent, each Borrower and the Sibling Guarantors;
(5) 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 Parent, each Borrower and each Sibling Guarantor, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of each 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 o...
Initial Advances, Etc. 19 8.2 Any Advance ..................................................................... 20
Initial Advances, Etc. The obligation of each Lender to make the initial Advance to be made by 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 Closing Date and each in form and substance satisfactory to the Administrative 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):
(1) 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 each Borrower;