Master Disbursement Agreement Sample Clauses

Master Disbursement Agreement. Concurrently herewith, the Pledgor, the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders), the FF&E Agent (acting on behalf of itself and the FF&E Lenders) and Deutsche Bank Trust Company Americas as "Disbursement Agent" have entered into that certain Master Disbursement Agreement ("Disbursement Agreement") for the purpose of setting forth, among other things, (a) the mechanics for and allocation of the Company's requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of the Company in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.
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Master Disbursement Agreement. Each of the Owner and the Agent acknowledges that pursuant to that certain Master Disbursement Agreement entered into on or about the date hereof among the Owner, Wynn Las Vegas Capital Corp. (“Capital Corp.”), Deutsche Bank Trust Company Americas, as Bank Agent and Disbursement Agent, and U.S. Bank, National Association, as Indenture Trustee (the “Disbursement Agreement”), the Owner and Capital Corp. jointly and severally agreed, in favor of the Funding Agents and the other Secured Parties (each as defined in the Disbursement Agreement) to cause Final Completion (as defined in the Disbursement Agreement) to occur and further agreed to comply with various other covenants and agreements set forth in the Disbursement Agreement. Each of the Owner and the Agent hereby agrees that this Agreement is intended to document the relationship between the Parties hereto but shall not, in any respect, affect the Owner’s obligations under the Disbursement Agreement. To that effect, each of the Owner and the Agent agrees that for so long as the Disbursement Agreement is in effect, the Disbursement Agreement shall take precedence over any and all of the Parties’ respective obligations hereunder and that in the event of any conflict between this Agreement and the Disbursement Agreement, the Disbursement Agreement shall govern. Further, the obligations of the parties hereunder are independent of the Owners obligations under the Disbursement Agreement, and the Owner shall continue to perform its obligations under the Disbursement Agreement without regard to any breach, default or any other action or inaction by the Agent hereunder. The Lenders shall be third party beneficiaries of this Agreement entitled to enforce the provisions hereof, but shall not be bound in any respect by this Agreement.
Sample 1
Master Disbursement Agreement. Phase II Mall Borrowers, Bank Agent, Phase II Mall Agent and Disbursement Agent entered into that certain Master Disbursement Agreement dated as of September 30, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Master Disbursement Agreement”), the purpose of which is to agree upon the procedures for, conditions of and allocation of the disbursement of funds related to the development and construction of the Phase II Hotel/Casino and Phase II Mall and certain other purposes. I. First Amendment. Phase II Mall Borrowers, Bank Agent, Phase II Mall Agent and Disbursement Agent desire to amend the Master Disbursement Agreement as more fully set forth below.
Sample 1

Related to Master Disbursement Agreement

  • Reimbursement Agreement The Sponsor entered into an Expense Reimbursement Agreement (“Reimbursement Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor has committed to fund the Company up to $1,750,000 for the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to an initial Business Combination.

  • Single Disbursement to Borrower Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

  • Agreement to Repay Letter of Credit Drawings (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one (1) Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.1(f) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the first Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.1(f), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.5 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Holdings or any Subsidiary of Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

  • Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Funds Transfer Disbursements The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Land Acquisition Disbursement To initiate the purchase of the Land, the Recipient must first complete and submit a written Request to Proceed to the Director prior to Closing. The Request to Proceed must name the proposed Title Agent and must indicate the amount of Funds requested from the OPWC for the land acquisition, including expected settlement costs, based upon the participation ratio and the amount of funds expected from any Matching Funds. The Request to Proceed must contain as attachments: (a) a copy of the proposed Deed Restrictions; (b) a copy of the executed purchase agreement with respect to, or such other agreement to convey an interest in, the Land between the Recipient and the Land owner; (c) a copy of the performed appraisal according to the specifications provided by the Director; (d) evidence satisfactory to the Director that Recipient will acquire marketable title to the Land at Closing; and (d) if the Recipient desires to elect the pre-closing option described below (i) a copy of the signed escrow agreement among Recipient, Title Agent and the OPWC, executed by Recipient and Title Agent, substantially in the form of Appendix F of this Agreement (the "Escrow Agreement") and (ii) if the Title Agent is an agent for a title insurance company, rather than a title company itself, a closing protection letter issued by the title insurance company to the OPWC. Funds for land acquisition shall be disbursed to the Recipient, as part of a grant to the Recipient pursuant to Revised Code Sections 164.20 through 164.27, pursuant to the pre-closing option and/or the reimbursement option, as described in subsections 5(a) and 5(b), respectively.

  • Loan Commitment Disbursement to Borrower Except as expressly and specifically set forth herein, Lender has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives any right Borrower may have to make any claim to the contrary.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

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