Common use of Conditions Precedent to Each Loan and Letter of Credit Clause in Contracts

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or to issue any Letter of Credit (or to renew or extend any Letter of Credit) hereunder is subject to the satisfaction (or waiver) following conditions precedent: (a) No Default or Event of Default has occurred and is continuing on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would result from the incurring of obligations by Borrower under this Agreement; (b) The Final Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the issuance of any Letter of Credit nor the performance by Borrower or any Guarantor of any of their respective obligations under any of the Credit Documents shall be subject to a stay pending appeal; (c) The applicable Loan Agent shall have received a notice with respect to the borrowing, to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; and (d) The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfied.

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or of each Issuer to issue any Letter of Credit (or to renew or extend any Letter of Credit) hereunder is shall be subject to the satisfaction (or waiver) following further conditions precedentprecedent that: (a) The following statements shall be true on the date of such Loan or issuance, before and after giving effect thereto and to the application of the proceeds therefrom and to such issuance (and the acceptance by any Borrower of the proceeds of such Loan or of the issuance by such Issuer of such Letter of Credit shall constitute a representation and warranty by the Borrowers that on the date of such Loan or issuance such statements are true): (i) The representations and warranties of the Borrowers contained in Article IV and of each Borrower in the other Loan Documents are correct on and as of such date as though made on and as of such date except insofar as such representations and warranties speak only as of a prior date or reflect transactions and events after the Effective Date permitted by the Loan Documents; and (ii) No Default or Event of Default has occurred and is continuing on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would result from the incurring Loans being made or any Letter of obligations by Borrower under this Agreement;Credit being issued on such date.. (b) The the Interim Order shall be in full force and effect, shall not have been vacated, reversed, rescinded, modified or amended, and there shall be no stay of the performance of any obligation of any of the Borrowers, provided that if at the time of any Borrowing or the issuance of any Letter of Credit the aggregate amount of either of which, when added to the sum of the principal amount of all Loans then outstanding plus the aggregate Letter of Credit Obligations, would exceed such amount authorized by the Bankruptcy Court in the Interim Order (collectively, the "Additional Credit"), the Agent shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit G-2 (the "Final Order") and at the time of the extension of the Additional Credit the Final Order shall be in full force and effect effect, and shall not have been vacated, stayed, reversed, modified or modified, amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making there shall be no stay of the Loans nor the issuance performance of any Letter of Credit nor the performance by Borrower or any Guarantor obligation of any of their respective obligations under the Borrowers (the parties hereto acknowledge that the foregoing shall not preclude the entry of any order of the Credit Documents Bankruptcy Court approving or authorizing an amendment or modification of this Agreement or any other Loan Document or the Interim Order permitted by Section 10.1 which amendment or modification shall be subject acceptable to a stay pending appeal;the Lenders whose consent is required to approve such amendment or modification under Section 10.1); and (c) The applicable Loan making of the Loans or the issuance of such Letter of Credit on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently. (d) No Revolving Credit Loans shall be made if any Swing Loans are outstanding unless the proceeds of such Revolving Credit Loans are being used to repay in full the Swing Loans or the Swing Bank otherwise consents. (e) The Agent shall have received a notice with respect to such additional documents, information and materials as any Lender Party, through the borrowingAgent, to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; and (d) The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfiedreasonably request.

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or and of each Issuer to issue any Letter of Credit and Letters of Credit being issued by such Issuer (or to renew or extend any Letter of Creditincluding the Loans being made by such Lender on the Closing Date) hereunder is shall be subject to the satisfaction (or waiver) following further conditions precedentprecedent that: (a) No Borrowing Base Deficiency shall exist. (b) The following statements shall be true on the date of such Loan or issuance, before and after giving effect thereto and to the application of the proceeds therefrom and to such issuance (and the acceptance by the Borrower of the proceeds of such Loan shall constitute a representation and warranty by the Borrower that on the date of such Loan or issuance such statements are true): (i) The representations and warranties of the Borrower contained in Article IV and of each Loan Party in the other Loan Documents are true and correct on and as of such date as though made on and as of such date other than any such representations and warranties that, by their terms, refer specifically to a date other than the date of such Borrowing or issuance; and (ii) No Default or Event of Default has occurred and is continuing on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would result from the incurring of obligations by Borrower under this Agreement; (b) The Final Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified Loans being made or amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the issuance of any Letter of Credit nor the performance by Borrower or any Guarantor of any of their respective obligations under any of the Credit Documents shall be subject to a stay pending appeal;being issued on such date. (c) The applicable Borrower shall have delivered to Lender a Borrowing Base Certificate, required by Section 6.10(e), as of no more than nine days prior to the date on which a Revolving Credit Loan is to be made or a Letter of Credit is to be issued, which Borrowing Base Certificate shall include supporting schedules as required by the Agent. (d) No Revolving Credit Loans shall be made if any Swing Loans are outstanding unless, to the extent necessary, proceeds of such Revolving Credit Loans are used to repay in full the outstanding Swing Loans. (e) The making of the Loans on such date does not violate any Requirement of Law and is not stayed or enjoined, temporarily, preliminarily or permanently. (f) The Agent shall have received a notice with respect to such additional documents, information and materials as any Lender or Issuer, through the borrowingAgent, to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; and (d) The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfiedreasonably request.

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or (including the Loan being made by such Lender on the Effective Date) and the obligation of the Issuing Lender to issue any a Letter of Credit (or to renew or extend any Letter of Credit) hereunder is shall be subject to the satisfaction (or waiver) following further conditions precedentprecedent that: (a) The following statements shall be true on the date of such Loan or issuance, before and after giving effect thereto and to the application of the proceeds therefrom (and the acceptance by the Borrower of the proceeds of such Loan or such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or issuance such statements are true): (i) The representations and warranties of the Borrower contained in Article IV and of each Loan Party in the other Loan Documents are correct on and as of such date as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made on a specified date shall be required to be true and correct only as of such specified date); and (ii) No Default or Event of Default has occurred and is continuing on the date of each Loan exists or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would will result from the incurring Loans being made or the Letters of obligations by Borrower under this Agreement;Credit being issued on such date. (b) The Final Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor or the issuance of any Letter the Letters of Credit nor the performance by Borrower on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or any Guarantor of any of their respective obligations under any of the Credit Documents shall be subject to a stay pending appeal;permanently. (c) The applicable Loan Administrative Agent shall have received a notice with respect Borrowing Base Certificate, executed by a Responsible Officer of the Borrower, satisfactory to the borrowingAdministrative Agent, together with (to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; andnot previously delivered) copies of the Eligible Hotel Documents in respect of each of the Eligible Hotels shown listed thereon. (d) The representations Administrative Agent shall have received such additional documents, information and warranties contained herein and in materials as any Lender, through the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extensionAdministrative Agent, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfiedreasonably request.

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or and of each Issuer to issue any Letter of Credit (including any Loans being made, or to renew any Letters of Credit being issued, by such Lender or extend any Letter of CreditIssuer on the Effective Date) hereunder is shall be subject to the satisfaction (or waiver) following further conditions precedentprecedent that: (a) No Borrowing Base Deficiency shall exist. (b) The following statements shall be true on the date of such Loan or issuance, before and after giving effect thereto and to the application of the proceeds therefrom and to such issuance (and the acceptance by the Borrower of the proceeds of such Loan shall constitute a representation and warranty by the Borrower that on the date of such Loan or issuance such statements are true): (i) The representations and warranties of the Borrower contained in ARTICLE IV and of each Loan Party in the other Loan Documents are true and correct on and as of such date as though made on and as of such date other than any such representations and warranties that, by their terms, refer specifically to a date other than the date of such Borrowing or issuance; and (ii) No Default or Event of Default has occurred and is continuing on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would result from the incurring of obligations by Borrower under this Agreement; (b) The Final Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified Loans being made or amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the issuance of any Letter of Credit nor the performance by Borrower or any Guarantor of any of their respective obligations under any of the Credit Documents shall be subject to a stay pending appeal;being issued on such date. (c) The applicable Borrower shall have delivered to the Agent a Borrowing Base Certificate, required by SECTION 6.10(e), as of no more than nine days prior to the date on which a Revolving Credit Loan is to be made or a Letter of Credit is to be issued, which Borrowing Base Certificate shall include such supporting schedules as required by the Agent. (d) No Revolving Credit Loans shall be made if any Swing Loans are outstanding unless, to the extent necessary, proceeds of such Revolving Credit Loans are used to repay in full the outstanding Swing Loans. (e) The making of the Loans, or the issuance of Letters of Credit, on such date does not violate any Requirement of Law and is not stayed or enjoined, temporarily, preliminarily or permanently. (f) The Agent shall have received a notice with respect to such additional documents, information and materials as any Lender or Issuer, through the borrowingAgent, to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; and (d) The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfiedreasonably request.

Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender to make any Loan or and of each Issuer to issue any Letter of Credit and Letters of Credit being issued by such Issuer (or to renew or extend any Letter of Creditincluding the Loans being made by such Lender on the Effective Date) hereunder is shall be subject to the satisfaction (or waiver) following further conditions precedentprecedent that: (a) No Borrowing Base Deficiency shall exist. (b) The following statements shall be true on the date of such Loan or issuance, before and after giving effect thereto and to the application of the proceeds therefrom and to such issuance (and the acceptance by the Borrower of the proceeds of such Loan shall constitute a representation and warranty by the Borrower that on the date of such Loan or issuance such statements are true): (i) The representations and warranties of the Borrower contained in Article IV and of each Loan Party in the other Loan Documents are true and correct on and as of such date as though made on and as of such date other than any such representations and warranties that, by their terms, refer specifically to a date other than the date of such Borrowing or issuance; and (ii) No Default or Event of Default has occurred and is continuing on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit or would result from the incurring of obligations by Borrower under this Agreement; (b) The Final Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified Loans being made or amended in any respect without the prior written consent of each Agent and the Majority Lenders, and if the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the issuance of any Letter of Credit nor the performance by Borrower or any Guarantor of any of their respective obligations under any of the Credit Documents shall be subject to a stay pending appeal;being issued on such date. (c) The applicable Borrower shall have delivered to the Agent a Borrowing Base Certificate, required by Section 6.10(e), as of no more than nine days prior to the date on which a Revolving Credit Loan is to be made or a Letter of Credit is to be issued, which Borrowing Base Certificate shall include supporting schedules as required by the Agent. (d) No Revolving Credit Loans shall be made if any Swing Loans are outstanding unless, to the extent necessary, proceeds of such Revolving Credit Loans are used to repay in full the outstanding Swing Loans. (e) The making of the Loans on such date does not violate any Requirement of Law and is not stayed or enjoined, temporarily, preliminarily or permanently. (f) The Agent shall have received a notice with respect to such additional documents, information and materials as any Lender or Issuer, through the borrowingAgent, to the extent required by Sections 2.02 or 2.19(b)(i), as applicable; and (d) The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the date of each Loan or the date of issuance (or the date of renewal or extension, as the case may be) of each Letter of Credit, except as to representations and warranties which expressly relate to an earlier date and, in such case, shall be true and correct in all material respects as of such date, and except for changes which are expressly permitted by this Agreement. Each borrowing by or credit extension to Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of each such borrowing or credit extension that the conditions in Section 4.02 have been satisfiedreasonably request.