Conditions to Effectiveness of this Fourth Amendment. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Fourth Amendment, duly executed by the Borrower and the Lenders, shall have been delivered to the Lenders;
(b) Borrower shall execute and deliver to Agent, on behalf of Lenders, a replacement Note in the form of Exhibit B attached hereto;
(c) the Lenders shall have received (i) a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit A;
(d) the representations and warranties of the Borrower set forth in Section 4 hereof are true and correct on and with respect to the date hereof; and
(e) the Lenders shall have received the favorable opinion of counsel to the Obligors as to the matters set forth in Sections 5.1(a), 5.1(b) and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lenders. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective.
Conditions to Effectiveness of this Fourth Amendment. The effectiveness of this Fourth Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied (except those that may be satisfied at a later date) shall be the “Effective Date”):
Conditions to Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the conditions set forth in clauses (c) and (d) below, may be satisfied substantially concurrently with the occurrence of the Fourth Amendment Effective Date):
(a) no Event of Default exists as of the Fourth Amendment Effective Date, both before and immediately after giving effect to the Fourth Amendment;
(b) all of the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents (including this Fourth Amendment) are true and correct in all material respects on the Fourth Amendment Effective Date, both before and after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) and (z) for purposes of Sections 4.02(a) and 5.05(b) of the Credit Agreement, the effects, events, occurrences, facts, conditions or changes arising out of, resulting from or in connection with the COVID-19 pandemic that have occurred, and been disclosed to the Administrative Agent and the Revolving Credit Lenders, prior to the Fourth Amendment Effective Date (including the closing of the Hotel Real Properties) shall be disregarded in the determination of a “Material Adverse Effect” under clause (a) of the definition thereof;
(c) the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Fourth Amendment), by wire transfer of immediately available funds, all fees and expenses required to be paid by the Borrower to (x) the Administrative Agent, the Mexican Collateral Agent and the Lenders pursuant to Section 10.05 (except, for this purpose, only for which invoices have been presented at least two Business Days prior to the Fourth Amendment Effective Date), and (y) DBSI and BofA Securities, Inc. in connection with this Fourth Amendment and the related transactions as may be separately agreed i...
Conditions to Effectiveness of this Fourth Amendment. 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Fourth Amendment, duly executed by the Company, each Guarantor, Prudential and the Required Holders, shall have been delivered to Prudential and each Noteholder or its special counsel;
(b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Fourth Amendment, certified by its Secretary or an Assistant Secretary; and
(c) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date.
(d) the Company shall have paid the fees and expenses of ArentFox Schiff LLP, special counsel to Prudential and the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Fourth Amendment. Upon satisfaction of all of the foregoing, this Fourth Amendment shall become effective (the date of such satisfaction being the “Effective Date”).
Conditions to Effectiveness of this Fourth Amendment. The effectiveness of this Fourth Amendment is subject to satisfaction, in Agent's sole discretion, of each of the following conditions precedent:
Conditions to Effectiveness of this Fourth Amendment. Section 4.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Fourth Amendment, duly executed by the Obligors and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of each Obligor authorizing the execution, delivery and performance by such Obligor of this Fourth Amendment, certified by such Obligor's Secretary or an Assistant Secretary;
(c) the representations and warranties of the Obligors set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(d) the Noteholders shall have received an amendment fee in an amount equal to 0.40% times the aggregate outstanding principal amount of the Notes held by such Noteholder; and
(e) the Noteholders shall have received a true, correct and complete copy of the Amendment to the Bank Credit Agreement dated the date hereof. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective as of March 27, 2002.
Conditions to Effectiveness of this Fourth Amendment. Section 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the “Effective Date”):
(a) executed counterparts of this Fourth Amendment, duly executed by the Company and the holders of 100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received a copy of the Sixth Amended and Restated Loan Agreement, dated as of the date hereof, among the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, National Association, a national banking association, as administrative agent for the lenders, which is in a form and substance satisfactory to the Noteholders; and
(c) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof.
Conditions to Effectiveness of this Fourth Amendment. This Fourth Amendment, and the amendments contained herein, shall become effective as of the date hereof on the date (the “Fourth Amendment Effective Date”) when each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Lenders or waived by the Lenders:
Conditions to Effectiveness of this Fourth Amendment. This Fourth Amendment shall be effective as of the date first set forth above upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrowers, each Term Loan Lender and Majority Lenders and consented to by the Loan Parties (other than the Borrowers);
(b) the payment by the Borrowers to the Administrative Agent, for the ratable benefit of the Lenders, a fee equal to .125% of the aggregate Revolving Credit Commitments and outstanding Term Loans of all of the Lenders; and
(c) the payment by the Borrowers of the costs and expenses of the Administrative Agent owing under Section 10.05 of the Credit Agreement and for which invoices have been submitted.
Conditions to Effectiveness of this Fourth Amendment. 1This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a)executed counterparts of this Fourth Amendment, duly executed by the Company and the Noteholders holding (i) at least 66-2/3% in aggregate principal amount of Notes of each series and (ii) if any series includes more than one tranche, at least 66-2/3% in aggregate principal amount of outstanding Notes of all tranches thereof which mature more than 12 months from the date of this Fourth Amendment, as required under the Note Agreement shall have been delivered to the Noteholders; provided, that the amendment made by Section 1.21 of this Fourth Amendment shall not become effective until executed counterparts of this Fourth Amendment duly executed by the Company and the Holders of all of the Notes then outstanding shall have been delivered to the Noteholders; 19
