meanings set forth in the Credit Agreement.
2.
Solely in my capacity as [_____________] of Borrower, I hereby certify
that I am familiar with the financial condition of Borrower and the Restricted
Subsidiaries.
3.
Based on and subject to the foregoing, and after giving effect to Section
6.07 of the Credit Agreement, I hereby certify that, immediately before and
immediately after giving effect to the consummation of the Transactions and the
extensions of credit to be provided thereunder as of the date hereof, it is my
opinion that the Borrower (on a consolidated basis with its Restricted
Subsidiaries) is Solvent.
[Signature page follows]
Exhibit E-1
IN WITNESS WHEREOF, I have hereto set my hand on the date first written above,
in my official (and not individual) capacity and without personal liability.
WYNN RESORTS, LIMITED
By:______________________________
Name:
Title:
Exhibit F-2
EXHIBIT F
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item [1][2] below ([the] [each, an] "Assignor") and [the]
[each] Assignee identified in item 2 below ([the] [each, an] "Assignee"). [It is
understood and agreed that the rights and obligations of such [Assignees][and
Assignors] hereunder are several and not joint.] Capitalized terms used herein
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"). The Standard
Terms and Conditions for Assignment and Assumption Agreement set forth in Annex
1 hereto (the "Standard Terms and Conditions") are hereby agreed to and
incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations under the
respective Tranches identified below ([the] [each, an] "Assigned Interest").
[Each] [Such] sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment, without representation or
warranty by [the][any] Assignor.
[1.
Assignor:
______________________________
2.
Assignee:
]5
[1][3].
Credit Agreement:
Credit Agreement, dated as of March 28, 2018, among Wynn
Resorts, Limited ("Borrower"), the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Deutsche Bank AG Cayman Islands
Branch, as Administrative Agent, and the other parties party thereto.
__________________________
5
If the form is used for a single Assignor and Assignee,