Effectiveness of Amendment Sample Clauses

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.