Effectiveness of this Fifth Amendment. Tenant hereby acknowledges that the Suite 660 Temporary Premises are currently leased to a third party (the “Third Party”) for a lease term which is scheduled to expire as of February 28, 2015. Landlord and Tenant hereby acknowledge and agree that, notwithstanding such stated expiration date and the full execution and delivery of this Fifth Amendment by Landlord and Tenant, this Fifth Amendment is expressly conditioned upon the full vacation and surrender of the Suite 660 Temporary Premises by the Third Party to Landlord (the “Condition Subsequent”). Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause all or any portion of the Condition Subsequent to be satisfied. Landlord shall promptly notify Tenant in writing upon the satisfaction of the Condition Subsequent. The Lease shall remain unmodified and in full force and effect unless and until such time as the Condition Subsequent is satisfied, provided that in the event the Condition Subsequent is not satisfied on or before May 1, 2015, then this Fifth Amendment shall be null and void, and of no further force or effect.
Effectiveness of this Fifth Amendment. This Fifth Amendment (other than the amendments to the Credit Agreement in Section 2 hereof and the releases in Section 6 hereof) shall be effective only if and when the Borrower, the other Loan Parties and the Lenders constituting the Required Lenders (determined after giving effect to the Term Loan Repayment) have delivered their fully executed signature pages hereto to the Administrative Agent.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fifth Amendment, duly executed by Borrower;
(b) A replacement Revolving Note superseding and replacing the existing Commercial Promissory Note dated May 5, 2015, which existing note is hereby cancelled and shall have no further force or effect; and
(c) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fifth Amendment.
Effectiveness of this Fifth Amendment. Notwithstanding anything to the ------------------------------------- contrary contained in this Fifth Amendment, in the event that Landlord and Fuscoe Engineering, Inc., a California corporation ("Fuscoe") do not fully execute an amendment to Fuscoe's existing lease in Building Five expanding Fuscoe's lease to include the Fuscoe Space, Landlord shall have the option, upon written notice to Tenant, to deem this Fifth Amendment null and void.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective as of the date hereof when, and only when, Administrative Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent:
(a) A counterpart of this Fifth Amendment, duly executed by Borrower;
(b) An amendment fee in connection with the preparation of this Fifth Amendment in the sum of Fifteen Thousand Dollars ($15,000), payable to the Administrative Agent for the ratable account of the Revolving Loan Lenders, which amendment fee shall be non-refundable;
(c) A reasonable legal documentation fee, for the sole account of the Administrative Agent, which reasonable legal documentation fee shall be non-refundable; and
(d) Such other documents, instruments or agreements as Administrative Agent may reasonably deem necessary in order to effect fully this Fifth Amendment.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective only upon execution and delivery by the Parties of both this Fifth Amendment and the Fourth Amended and Restated Promissory Note Revolving Note in a form identical to that attached hereto as Exhibit A. Upon execution and delivery of the Fourth Amended and Restated Promissory Note Revolving Note, such note shall constitute the Revolving Note defined in the Supplement and Exhibit A hereto shall replace and constitute Exhibit B to the Supplement.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fifth Amendment, duly executed by Borrower;
(b) An amendment fee in the sum of Seventeen Thousand Five Hundred Dollars ($17,500) in connection with the amendments to the Agreement provided for herein, which amendment fee shall be nonrefundable;
(c) A legal documentation fee in the sum of Six Hundred Dollars ($600), which legal documentation fee shall be nonrefundable; and
(d) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fifth Amendment.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fifth Amendment, duly executed by Borrower;
(b) Replacement Guaranties, duly executed by ER International, Inc. and Electro Rent Asia, Inc., each in the principal amount of $25,000,000 (exclusive of accrued interest and Bank’s expenses, for which each such Guarantor shall also be obligated);
(c) the annual commitment fee provided for in Section 3(a)(i) of the Agreement, as amended hereby, in the sum of $10,000, which annual commitment fee shall be non-refundable;
(d) A legal documentation fee in connection with the preparation of this Fifth Amendment, in the sum of Six Hundred Dollars ($600), which legal documentation fee shall be non-refundable; and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fifth Amendment.
Effectiveness of this Fifth Amendment. This Fifth Amendment shall be effective only if and when signed by the Borrower, the Wynn Amendment Parties, the Required Lenders, the Required Facility Lenders under the Revolving Credit Facility and the Required Facility Lenders under the Term B Loan Facility.
Effectiveness of this Fifth Amendment. (a) This Fifth Amendment (except for Sections 2, 3, 4, 5, 6, and 7) shall become effective on the date (the "Fifth Amendment Effective Date") when Borrower and the Majority Lenders shall have signed a counterpart hereof (whether the same or different counterparts),
(b) Each of Sections 2, 3, 4, 5, 6, and 7 of this Amendment shall separately become effective on the date (each a "Consent Effective Date") when Agent shall have received a copy of a duly executed amendment or amendments of the Subordinated Note Documents and, to the extent required, the Sale and Leaseback Documents (a) consenting to the actions contemplated by Section 2, 3, 4, 5, or 6 hereof, as the case may be, or (b) providing for the substantive equivalent of Section 7 hereof; provided that in each case each such amendment or amendments shall be in a form reasonably satisfactory to Agent and provided, further, that the reasonable satisfaction of each such amendment or amendments shall be acknowledged in writing by Majority Lenders, and
(c) Upon the closing of any of the transactions referred to in Sections 2, 3, 4, 5, and 6 in accordance with the consents contained herein, Agent shall deliver to Borrower such mortgage releases, UCC-3 termination statements or other documents necessary or appropriate to release Agent's Lien on the transferred Property.
