Conditions Subsequent to Effectiveness. As an accommodation to the Loan Parties, the Agent and the Lenders have agreed to execute this Agreement and to make the Loans on the Effective Date notwithstanding unsatisfied conditions set forth below on or before the Effective Date. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including, without limitation, those conditions set forth in Section 5.01, the Loan Parties shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 5.03):
(a) Within 45 days after the Effective Date (or such later date as may be permitted by the Agents in their sole discretion), the Agents shall have received Cash Management Agreements, each in form and substance reasonably satisfactory to the Agents, with respect to the Cash Management Accounts;
(b) Within 240 days of the Effective Date or such later date as may be agreed to by the Administrative Agent in its sole discretion, Parent shall have established master concentration account(s) with PNC for all of the Loan Parties’ Treasury Services. For purposes hereof, “Treasury Services” means demand deposit related services, investment services, deposits (on-site and remote), checking account services, lockbox services, controlled disbursement account services, manual payroll account services, account reconciliation services, foreign exchange services, debit card account services, ACH services, zero balance accounts, wire transfer services, and daily on-line reporting; and
Conditions Subsequent to Effectiveness. As an accommodation to Borrowers, the Lender Group has agreed to execute this Agreement and to make extensions of credit hereunder notwithstanding the failure by Borrowers to satisfy the conditions set forth on Schedule 3.3 on or before the Closing Date. In consideration of such accommodation, Borrowers agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including those conditions set forth in Section 3.1, Borrowers shall satisfy each of the conditions subsequent set forth on Schedule 3.3 on or before the date applicable thereto (it being understood that (a) the failure by Borrowers to perform or cause to be performed any such unsatisfied condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (b) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 3.3).
Conditions Subsequent to Effectiveness. As an accommodation to the Issuer, the Agent and Holders have agreed to execute this Agreement and to accept the Securities on the Closing Date notwithstanding the failure by the Issuer and PMGI to satisfy the conditions set forth below on or before the Closing Date. In consideration of such accommodation, the Holders agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Funding Documents, including, without limitation, those conditions set forth in Section 5.01, the Issuer and PMGI shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that (i) the failure by the Issuer or PMGI, as the case may be, to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an immediate Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Funding Document to be breached, the Required Holders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 5.02:
Conditions Subsequent to Effectiveness. The Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Amendment, including, without limitation, those conditions to the Amendment No. 11 Effective Date set forth herein, each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent or comply with each of the following, within the time periods set forth below (it being understood that the failure by the Loan Parties to perform or cause to be performed any such condition subsequent shall constitute an immediate Event of Default (without giving effect to any grace periods set forth in the Financing Agreement)):
(a) Within 10 days of the Amendment No. 11 Effective Date (or such later date as agreed to in writing by the Administrative Agent in its sole discretion), the Administrative Agent shall have received the following executed documents, each in form and substance reasonably satisfactory to the Agents:
(i) a Joinder Agreement, executed by each of Skypass Travel and Skypass Holidays;
(ii) a Security Agreement Xxxxxxx executed by each of Skypass Travel and Skypass Holidays, together with (A) undated powers executed in blank and other proper instruments of transfer with respect thereto and (B) irrevocable proxies and registration pages with respect thereto as required by the Security Agreement; 137907320v13
(iii) a Pledge Amendment, duly executed by (A) Mondee Brazil and the Parent with respect to the pledge of 100% of the Equity Interests of Interep, (B) Mondee, Mondee Acquisition Company, Inc. and the Parent with respect to the pledge of 100% of the Equity Interests of the Consolid Mexico Subsidiaries and (C) Mondee, Mondee Acquisition Company, Inc. and Skypass Travel with respect to the pledge of 100% of the Equity Interests of the Skypass Subsidiaries, together with (1) undated powers executed in blank and other proper instruments of transfer with respect thereto and (2) irrevocable proxies and registration pages with respect thereto as required by the Security Agreement;
(iv) the Joinder to the Intercompany Subordination Agreement, duly executed by Interep, each of the Consolid Mexico Subsidiaries and each of the Skypass Subsidiaries;
(v) (A) the Interep Acquisition Collateral Assignment, duly executed by Mondee Brazil and the Parent in favor of the Administrative Agent, (B) the Consolid Mexico Acquisition Collateral Assignment, duly executed by Mondee, Mondee Acquisition Company, Inc. and the Parent in favor of ...
Conditions Subsequent to Effectiveness. As an accommodation to the Loan Parties, the Agents and the Lenders have agreed to execute this Agreement and to make the Loans on the Effective Date notwithstanding that the conditions set forth below are not satisfied on or before the Effective Date. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including, without limitation, those conditions set forth in Section 5.01, the Loan Parties shall satisfy each of the conditions subsequent set forth on Schedule 5.03 on or before the date applicable thereto (it being understood that (a) any such date or requirement can be waived or extended or modified at the Borrower’s request with the sole consent of the Administrative Agent (in its sole discretion via e-mail) and (b) (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) no representation, warranty or covenant in this Agreement or any other Loan Document shall be deemed to have been breached as a result of any condition subsequent not having been satisfied, for the period from the Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 5.03, in each case, under this clause (b), after giving effect to any waiver, extension or modification by the Administrative Agent contemplated under clause (a)).
Conditions Subsequent to Effectiveness. The effectiveness of this Third Amendatory Agreement shall be subject to the following conditions subsequent being completed to the reasonable satisfaction of the Agent:
(a) on or before 5:00 p.m. New York time on July 29, 2016:
(i) the Borrowers shall have opened the Retention Account;
(ii) each Borrower shall have transferred into the Retention Account the $500,000 minimum balance standing to credit on such Borrower’s Earnings Account; and
(iii) the Agent shall have received a duly executed original of the Retention Account Pledge;
(b) on or before 5:00 p.m. New York time on August 5, 2016:
(i) the Agent shall have received a duly executed original of an amended and restated Freights Account Pledge among Americas Bulk Transport (BVI) Limited and Allseas as Chargors, and the Security Trustee as Chargee, in Agreed Form;
(ii) the Agent shall have received a duly executed original of an amendment to each Mortgage, in Agreed Form;
(iii) the Agent shall have received a copy of any power of attorney under which this Third Amendatory Agreement, the Retention Account Pledge, the amended and restated Freights Account Pledge and any other document to be executed pursuant to this Third Amendatory Agreement was or is to be executed on behalf of a Security Party;
(iv) the Agent shall have received copies of all consents which a Security Party requires to enter into, or make any payment under, this Third Amendatory Agreement, the Retention Account Pledge, the amended and restated Freights Account Pledge and any other document to be executed pursuant to this Third Amendatory Agreement, each certified as of a date reasonably near the date of this Third Amendatory Agreement by a director, an officer, an authorized person or an attorney-in-fact of such party as being a true and correct copy thereof, or certification by such director, officer, authorized person or attorney-in-fact that no such consents are required;
(v) the Agent shall have received a certificate from a director, an officer, an authorized person or an attorney-in-fact of each Borrower and each Guarantor, dated as of a date reasonably near the date of this Third Amendatory Agreement, certifying as to:
(A) the absence of any proceeding for the dissolution or liquidation of such Borrower or such Guarantor, as the case may be;
(B) the absence of any changes to the constitutional documents of such Borrower or Guarantor since the date they were last delivered to the Agent;
(C) the veracity in all material respect...
Conditions Subsequent to Effectiveness. (a) Within 60 days of the Incremental Effective Date (or such later date as may be permitted by the Agent in its sole discretion), the Agent shall have received evidence that an employee has been hired or dedicated by the Loan Parties predominantly for the purpose of collecting back-end accounts receivable from airline customers; and
(b) (i) Within 180 days of the Incremental Effective Date (or such later date as may be permitted by the Agent in its sole discretion) (such date, the “Equity Purchase Deadline”), the Agent shall have received evidence that the Mondee Group has purchased Equity Interests of Mondee from holders of such Equity Interests who are not Permitted Holders (the “Required Equity Purchase”) in an amount (including fees and expenses) [***] or (ii) if, after using commercially reasonable efforts, the Mondee Group is unable to complete the Required Equity Purchase by the Equity Purchase Deadline in full, the Mondee Group shall, within 3 Business Days after the Equity Purchase Deadline (or such later date as may be permitted by the Agent in its sole discretion) have either purchased a participation in the Term Loans from the Initial TCW Lenders (as defined below) pursuant to a Participation Agreement (as defined below) in an amount equal to the difference between the Required Equity Purchase Amount and the actual amount of the Required Equity Purchase (if any) or, after delivering proof of funds and demonstrating a willingness to enter into a Participation Agreement, failed to purchase such a participation solely due to the withholding of consent thereto by the Agent or any Lender. The Agent hereby agrees that, upon the satisfaction of clauses (i) or (ii) above, the Mondee Group Subordination Agreement shall be automatically terminated, except for those provisions that by their terms survive such termination.
Conditions Subsequent to Effectiveness. As an accommodation to the Loan Parties, the Agents and the Lenders have agreed that this Agreement is effective notwithstanding the inability of the Loan Parties to satisfy the following condition on or before the Second Restatement Effective Date, which, as a condition subsequent, the Loan Parties agree to satisfy on or before the date applicable thereto: to the extent not previously delivered on or before the Second Restatement Effective Date, deliver to the Collateral Agent no later than 30 days after the Second Restatement Effective Date (as such date may be extended in the Collateral Agent’s reasonable discretion) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named.
Conditions Subsequent to Effectiveness. In addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including, without limitation, those conditions set forth in Section 5.01, the Loan Parties shall satisfy each of the conditions subsequent set forth on Schedule 5.02 on or before the date applicable thereto (it being understood that (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 5.02).
Conditions Subsequent to Effectiveness. Loan Parties shall pay an amendment fee in the amount of $20,000.00, which fee shall be fully earned and payable on the date of the first issuance of the senior secured notes pursuant to the Permitted Bond Indenture using the proceeds thereof.
