(d). Notwithstanding anything herein to the contrary, no Spread Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.3(c).
(d). The Borrower shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Borrower may accept any Competitive Bid in whole or in part; provided that:
(d). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]
(d). If (A) a Lender assigns or transfers any of its rights or obligations hereunder or changes its Lending Office and (B) as a result of circumstances existing at the date such assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the new Lender or Lender acting through its new Lending Office under Section 2.15 or 2.16, then (except where an assignment or transfer occurs in the ordinary course of primary syndication of the Loan facilities or at the request of the Parent Borrower) the new Lender or Lender acting through its new Lending Office is only entitled to receive payment under Sections 2.15 and 2.16 to the same extent that the existing Lender or Lender acting through its previous Lending Office would have been entitled if the assignment, transfer or change had not occurred.
(d). Section 2.07(d) of the Credit Agreement is hereby amended to read as follows:
(d). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Term Loans pursuant to this Section 2.05(a)(v)(D) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the aggregate Outstanding Amount and the Tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the...
(d). The parties agree that when re-scheduling and shift changes are required under conditions as outlined below the time and one half provision of Article 11.03(d) will not apply.
(d). In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
(d). Except as provided in this Section 2.12, the Borrower shall have no right to prepay any principal amount of any Advances.
(d). With respect to each Individual Property that is governed by a Franchise Agreement with Marriott or its Affiliates, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the Pledge Agreement remains in effect, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as Portsmouth Renaissance Hotel and Waterfront Conference Center and located in Portsmouth, Virginia, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the 00000000.0.XXXXXXXX hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the applicable Mortgage remains validly recorded, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closin...
