Affirmative Covenants definition

Affirmative Covenants. The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

Affirmative Covenants. The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Opco Bank Debt Documentation Principles) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget; delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws (including, without limitation, gaming laws); inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; payment of taxes; and real property (including, without limitation, leases thereof). The Senior Facilities Documentation will provide that any management or similar fees paid to Caesars Entertainment Corporation or any of its subsidiaries or affiliates will be made on an arm’s-length basis and on “market” terms (including caps on amounts and consent rights relating to modifications of applicable agreements relating thereto).

Affirmative Covenants. The definitive documentation shall contain affirmative covenants as are in the Credit Facility as in effect on the date hereof with such changes as the Participating Holders shall reasonably agree to reflect the changed capital structure of the Obligors, the second lien nature of the Second Lien Notes and such other changes as are consistent with the Documentation Principles; including, but not limited to, (i) quarterly public earnings conference calls in place of Section 8.19 of the Credit Facility and (ii) omitting the reporting requirements set forth in Section 8.01(e), (n), (p) and (q) of the Credit Facility; provided, however, after the occurrence and during the continuance of an event of default, the Issuer shall provide such information delivered to the First Lien Agent but not otherwise required to be delivered to the Holders or Trustee via a customary private-side data site accessible by the Trustee and the Holders that elect to access such date site, subject to customary confidentiality obligations. Notwithstanding the foregoing, affirmative covenants in connection with (i) the delivery of title information and additional mortgages, collateral and guarantees will provide for an automatic extension of up to 30 days on such delivery requirements so long as the First Lien Agent has granted such extension under the Credit Facility and (ii) minimum hedging shall be subject to any relief (e.g., waivers or extensions) granted by the First Lien Agent or lenders under the Credit Facility.

Affirmative Covenants. Until the Commitments shall have expired or been terminated, the principal of and interest on each Revolving Loan and all fees payable hereunder shall have been paid in full, from and after the Effective Date, the Borrower covenants and agrees with the Lenders that: Section

Affirmative Covenants. Each of the Loan Parties covenants and agrees that it shall:

Affirmative Covenants. The Borrower will, and with respect to the agreements set forth in subsections (a) through (f) hereof, will cause each Subsidiary to:

Affirmative Covenants is hereby amended as follows:

Affirmative Covenants. Substantially consistent with the affirmative covenants under the Existing Credit Agreement, provided that: – The A&R Credit Agreement will modify Section 6.29 (Variance and Cash Flow Reporting) such that, if average daily Liquidity for the most recent 2 fiscal quarters is above $80,000,000, (i) a Budget update will only be required every other month and (ii) only negative cumulative variances in excess of 10% for the period covered by the most recently delivered Budget will require explanation. Reporting __________________________________ 4 As defined in the Existing Credit Agreement (as amended by Amendment No. 20). requirements as set forth in the Existing Credit Agreement will be maintained during the periods such test is not satisfied. – Section 6.28 (Consultant) and Section 6.33 (Chief Implementation Officer) will not be included in the A&R Credit Agreement.

Affirmative Covenants. The DIP Credit Documentation shall contain affirmative covenants required by the DIP Agent, including, without limitation: (i) delivery of financial statements and reports, the Budget, Borrowing Base Certificates, bi-weekly reports containing comparisons of actual to projected cash flows, descriptions of proposed asset divestitures and other significant events and rolling fourteen (14) week cash flow forecasts, copies of accountants' letters upon receipt thereof by the Borrowers or the Guarantors, projections, officers certificates, monthly reporting packages and other information requested by the DIP Agent, (ii) payment of all postpetition taxes and other obligations, (iii) continuation of business and maintenance of existence and material rights and privileges, (iv) compliance with laws and material contractual obligations, (v) maintenance of property and insurance, (vi) maintenance of books and records, (vii) right of the DIP Agent and the DIP Lenders to inspect property and books and records, (viii) notice of defaults, litigation and other material events, (ix) compliance with environmental laws and (x) delivery of the consultants reports necessary to determine the value of the collateral of the Credit Parties, including, without limitation, the receivables of the Credit Parties that will be taken into account in the calculation of the Borrowing Base as described under "Availability" above.

Affirmative Covenants the paragraph entitled "Interim Financial Statement" on page 2 of the Loan Agreement is hereby amended to read in its entirety as follows: