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 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 standing and/or qualification to engage in business, tax clearance certificates, certificates of resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (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; (9) 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; (13) a Certificate of a Senior Officer of Parent certifying that incurrence by Borrowers of the 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 9.1(e), 9.1(f) and 9.1(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 (15) 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 Article 3 on the Closing Date shall have been paid. (d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 12.3, and invoiced to Borrowers prior to the Closing Date, shall have been paid. (e) To the extent required in order to grant to the Administrative Agent the rights of the a holder of “Designated Senior Indebtedness” under such Indentures, Parent shall have delivered to the trustees under the Indentures governing all Existing Subordinated Notes a written statement designating the Obligations as Designated Senior Indebtedness thereunder. (f) The representations and warranties of Borrowers contained in Article 4 shall be true and correct. (g) Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Initial Advances, Etc. The Except as otherwise agreed in writing by Borrower and the Agent (with the consent of the Lenders), the obligation of each Lender to make the initial Advance to be made by it 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 by any Lender or the issuance of the initial Letter of Credit (as applicable) (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 an original unless otherwise specified, each properly executed by a Responsible Official Offi cial of each Party party thereto, each dated as of the Closing Date and each in form and substance reasonably 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 Lenders and BorrowersBorrower;
(2) a Note the Notes executed by Borrowers Borrower in favor of each Lender, each in a principal amount equal to that Lender’s 's Pro Rata ShareShare of the Commitment;
(3) a Borrowing Base Certificate as of a date not more than one month prior to the Third Amended and Restated Security AgreementClosing Date;
(4) the Second Amended and Restated Pledge Security Agreement executed by Parent, each Borrower and the Sibling GuarantorsSignificant Subsidiaries;
(5) Deeds of Trust such financing statements on Form UCC-1 executed by Borrower and the Significant Subsidiaries 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 Security Agreement as the Durango PropertyAgent may request, Wildfire Casino and UCC-2 assignments in favor of Agent of (A) a UCC-1 financing statement executed and delivered by Parent, naming Parent as debtor and Central Installment as secured party, relative to the Palms Business Center sale of rights to payment, and (B) a UCC-1 financing statement executed and delivered by Central Ram, Inc., naming Central Ram, Inc. as debtor and Central Installment as secured party, relative to the property at Flamingo Drive and the 215 beltway commonly known as the Flamingo sitesale of rights to payment;
(6) assurances from the Title Company that it is prepared to issue such endorsements with respect to Pledge Agreement executed by Holdings, Parent, Borrower and the title insurance policies issued in connection applicable Significant Subsidiaries, together with the Existing Loan Agreement as the Administrative Agent may reasonably require, Pledged Collateral -77- 84 accompanied by appropriate stock powers and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agentnote endorsements executed in blank;
(7) the Holdings Guaranty and the Trademark Collateral Assignment (and related UCC-1 financing statement in favor of the Agent) executed by Holdings;
(8) the Subsidiary Guaranty executed by the Significant Subsidiaries;
(9) with respect to Parent, each Borrower and each Sibling GuarantorLoan Party, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such Loan Party, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualifiedquali fied, 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 its certificate or articles of incorporation or articles of organization and amendments thereto, bylaws or and amendments thereto, operating agreements and amendments thereto, partnership agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of resolutions, partnership authorizations, incumbency certificates, Certificates of Responsible Officials, and the like;
(8) 10) the Opinions Opinion 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;
(9) 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 evidence that the respective Landlord Consent previously delivered Prior Credit Facilities have been or will be concurrently terminated, that all Liens securing such facility, if any, have been or will be concurrently released, and that notwithstanding any prior legend on any Contracts, the lenders party to such Prior Credit Facilities no longer claim a Lien in connection with the Existing Loan Agreement remains effectiveany Contracts and that such legend may be deleted (by interlineation or otherwise);
(12) such assurances as evidence of 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 insurance policies required by applicable Gaming Laws;Section 5.4, together with such endorsements as are necessary to show the Agent as loss payee and an additional insured, as applicable, thereunder.
(13) a Certificate of signed by a Senior Officer of Parent Borrower certifying that incurrence by Borrowers attached thereto is a list of the all material Contractual Obligations will not violate the Indentures governing the Existing Subordinated Notes;of Borrower and its Subsidiaries, taken as a whole.
(14) a Certificate of signed by a Senior Officer on behalf of Parent Borrower that attached thereto is a true and correct copy of the Projections and affirming, to the best of Borrower's knowledge, that the representation set forth in Section 4.17 is true;
(15) a Certificate signed by Senior Officer on behalf of Borrower that attached thereto is a true and correct copy of each of the Intercompany Agreements and each of the Rewrite Policies of the Loan Parties;
(16) a Certificate signed by a Senior Officer on behalf of Borrower certifying that the conditions specified in Sections 9.1(e), 9.1(f8.1(g) and 9.1(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(h) have been satisfied.
(17) one or more Requests for Loan or Requests for Letter of Credit, as applicable; and
(1518) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The Borrowers shall pay fees required 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 Article 3 be paid on or before the Closing Date pursuant to Sections 3.2 and 3.3 shall have been paid.
(c) The Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Agent's opinion with respect to the Collateral, the books and records of Holdings, Parent, Borrower and its Subsidiaries, the financial and business condition and operations of Holdings, Parent, Borrower and its Subsidiaries and the transactions contemplated thereby. Without limiting the foregoing, the Agent (or its representatives) shall have conducted an inspection of Borrower's and the Significant Subsidiaries' document storage facilities to verify that proper security and safeguards are in place to hold and protect the Contracts in which the Agent is to have a security interest and the results of such inspection shall have been satisfactory to the Agent.
(d) Agent shall have received appropriate evidence indicating that (i) Central Consumer is currently qualified as a finance lender pursuant to Section 22009 of the California Financial Code, (ii) Premium Finance is in compliance with all requirements promulgated by the State of California Department of Corporations and (iii) Centravel is in compliance with all requirements promulgated by the Airline Reporting Corporation.
(e) There shall not be pending or threatened any litigation relating to the or transactions contemplated by this Agreement which the Agent and the Lenders deem to be material;
(f) The reasonable costs and expenses of the Administrative Agent in connection with the underwriting and due diligence process relating to this transaction and the preparation of the Loan Documents payable pursuant to Section 12.311.3, and invoiced to Borrowers Borrower prior to the Closing Date, shall have been paid.
(e) To the extent required in order to grant to the Administrative Agent the rights of the a holder of “Designated Senior Indebtedness” under such Indentures, Parent shall have delivered to the trustees under the Indentures governing all Existing Subordinated Notes a written statement designating the Obligations as Designated Senior Indebtedness thereunder.
(f) The representations and warranties of Borrowers contained in Article 4 shall be true and correct.
(g) Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Sources: Revolving Loan Agreement (Central Financial Acceptance Corp)