Conversion to Term Loan. On the Construction Loan Maturity Date, Borrower shall pay to Bank all outstanding principal and accrued and unpaid interest, and any other amounts due under the Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject to the terms and conditions set forth below: (a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date; (b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion. (c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents. (d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party. (e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date. (f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust. (g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and (h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower. (i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced. (j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loan, the Term Loan will continue to be secured by the Deed of Trust and all other security for the Construction Loan.
Appears in 1 contract
Conversion to Term Loan. On At any one or more times from and after the Construction Loan date hereof but prior to the Maturity Date, the Borrower may elect to convert up to $10,000,000 of the Revolving Loan Commitment to a term loan (each such conversion being deemed to be a "Converted Loan" and, collectively with any other Converted Loan, the "Converted Loans" and collectively with the Revolving Loan, the "Loans") by notifying the Lender that Borrower desires such conversion, whereupon the Lender shall pay prepare the documentation required to Bank all implement such Converted Loan (subject to the limitations described in this Section 1(a), with financial terms to be reasonably agreed between the Lender and Borrower as to method and timing of borrowings and repayments, including a term and loan amortization schedule not to exceed five years) for execution solely by the Lender and the Borrower; provided, however, that: (i) the total amount of the Converted Loans shall not exceed an aggregate amount of $10,000,000; (ii) Converted Loans shall each be in a minimum amount of at least $500,000; (iii) the rate of interest of the Converted Loans shall not be less than 90-day LIBOR Rate plus three hundred basis points (3.00), and upon any Event of Default, Lender may, at its option and upon notice to Borrower, increase the interest rate on the entire outstanding principal balance and any late fees, together with all accrued and unpaid interestinterest relating to the Converted Loans to the 90-day LIBOR Rate plus four hundred basis points (4.00); (iv) the Borrower must be in pro forma financial covenant compliance both before and immediately after giving effect to such Converted Loan; (v) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such Converted Loan; (vi) the Revolving Loan Commitment shall be permanently reduced on a dollar-for-dollar basis in respect to the amount of the Converted Loan; and (vii) all representations and warranties of the Borrower shall continue to be true in all material respects on the date such Converted Loan is made as though made on such date, except for those representations and warranties that specifically relate to an earlier date. All prepayments applicable to the Loans will be allocated pro rata among the Revolving Loan and any Converted Loan pari passu therewith, unless otherwise allocated by the Lender. No Converted Loan shall be made unless the conditions set forth in Section 3 with regard to advances under the Revolving Loan shall be satisfied at the time of, and giving pro forma effect to, the making of such Converted Loan. All Converted Loans shall be secured by the Collateral pro rata with the Revolving Loan. The terms and conditions of any other amounts due under Converted Loan shall be (except as otherwise expressly set forth herein or consented to in writing by the Loan Documents. HoweverLender), Borrower may request an extension of the Maturity Date immediately prior to the Term Loan Maturity Dateeffectiveness of such Converted Loan, and conversion of the Construction Loan to a Term Loan subject to same as the terms and conditions set forth below:
(a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date;
(b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion.
(c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of TrustRevolving Loan at such time.
(g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loan, the Term Loan will continue to be secured by the Deed of Trust and all other security for the Construction Loan.
Appears in 1 contract
Conversion to Term Loan. On (a) The Company may, upon (i) written notice to the Construction Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the Termination Date, (ii) payment of a fee to the Administrative Agent for the ratable account of the Lenders equal to 0.75% of the aggregate principal amount of the Committed Loans outstanding on the Termination Date which are to be converted to Term Loans, and (iii) satisfaction of the condition specified in Sections 3.02(c) at the time of such conversion, convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Committed Loans outstanding as of the Termination Date into Term Loans, which shall, at the election of the Company, either be Euro-Currency Loans or Base Rate Loans bearing interest at a rate per annum equal to the Euro-Currency Rate or the Base Rate, as the case may be, plus the Euro-Currency Margin or the Base Rate Margin, as applicable. If this Term Loan Conversion Option is exercised, then, on the Termination Date, immediately prior to the time when the unpaid principal amount of the Committed Loans would otherwise be due, the Committed Loans (or the applicable portion thereof as requested by the Company) shall automatically convert into Term Loans which the Borrower shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date, Borrower subject to prepayment at the option of the Company in accordance with Section 2.12. The amounts so converted shall pay to Bank be treated for all outstanding principal and accrued and unpaid interest, and any other amounts due under purposes of this Agreement as Committed Loans except that after the Loan Documents. However, Termination Date: (i) the Borrower may request an extension not make any additional Borrowings; (ii) the amounts paid or prepaid may not be reborrowed; (iii) the amount of each Lender’s Commitment shall be terminated; and (iv) no Facility Fees shall accrue after the Termination Date. Any portion of the Maturity Date Committed Loans not so converted to Term Loans shall be repaid in full on the Term Loan Maturity Termination Date, and conversion of the Construction Loan to a Term Loan subject to the terms and conditions set forth below:
(a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date;.
(b) There shall have been no material deterioration in If, on the financial condition last Business Day of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion.
(c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completedcalendar month, the Project is free Total Outstanding Amount at such time exceeds the aggregate amount of mechanics liens (or has provided satisfactory assurancesCommitments, such as a bondthen the Borrower shall, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring on the continued priority last Business Day of the Deed of Trust.
next calendar month (g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%“Prepayment Date”), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold prepay one or more Ratable Shares Groups of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank Borrowings in connection with extending the Construction Loan Maturity Date and converting an aggregate principal amount equal to the Term Loan, including without limitation, documentation and/or recording feesexcess, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to Total Outstanding Amount as of such Prepayment Date over the Term Loan, the Term Loan will continue to be secured by the Deed of Trust and all other security for the Construction Loanthen-outstanding Commitments.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Estee Lauder Companies Inc)
Conversion to Term Loan. On From and after the Construction Loan Maturity Closing Date to but not including the Revolving Termination Date, at the Borrower’s option upon written notice (a “Notice to Convert”) to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower may convert the then outstanding aggregate principal amount of the Loans hereunder to a term loan. The Notice to Convert shall expressly state the date (the “Conversion Date”) on which such conversion shall occur, which date shall be prior to the Revolving Termination Date, and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 6.2(b) and (c) have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right to request to borrow and reborrow Loans shall terminate and all amounts repaid or prepaid following such date may not be reborrowed, (ii) the obligation of each Lender to make any Loans under Section 2.1 shall be terminated, and (iii) the outstanding principal balance of all Loans hereunder, together with accrued and unpaid interest thereon, shall be due and payable in full on the Converted Loan Termination Date. From and after the Conversion Date, the Applicable Percentage for Base Rate Loans, the Applicable Percentage for Eurodollar Loans and the Applicable Percentage for Letters of Credit shall be increased by the Term-Out Margin. All references in this Credit Agreement to Loans shall include such Loans as converted hereunder. For the avoidance of doubt, if such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated and the Borrower shall pay to Bank in full all outstanding principal and accrued and unpaid interestof the Loans, Reimbursement Obligations and any other amounts due then owing by the Borrower hereunder or under the Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject to the terms and conditions set forth below:
(a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date;
(b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion.
(c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan other Credit Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust.
(g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loan, the Term Loan will continue to be secured by the Deed of Trust and all other security for the Construction Loan.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)
Conversion to Term Loan. On the Construction Loan Maturity Date, Borrower shall pay to Bank all outstanding principal and accrued and unpaid interest, and Besides any other amounts due conditions or requirements the Borrower must meet under the terms of this Agreement or the other Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject to the terms and conditions set forth below:
(a) Borrower shall give written notice of its request Documents to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date;
(b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion.
(c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust.
(g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loan, Lender's obligation to convert the Construction Loan to the Term Loan will continue shall be further subject to be secured by the Deed Borrower's compliance with and fulfillment of Trust the following conditions/requirements on or before the Conversion Date, each in form, substance and amount (if applicable) satisfactory to Lender:
(A) There is no default under any of the Loan Documents, and a default would not occur with the passage of time or giving of notice or both;
(B) The Borrower shall have paid all fees, expenses and costs associated with the conversion;
(C) The Borrower shall have caused the title insurance company insuring the Mortgage to issue a "date down" or other security appropriate endorsement(s) to its title policy for the Mortgage (1) changing the "Date of Policy" in the title policy to the Conversion Date, (2) indicating that since the last advance under the Construction Loan, there has been no change in the state of title of the Site and no survey exceptions not previously approved by the Bank and (3) insuring that, as of the Conversion Date, the full amount of the Term Loan constitutes a valid lien on the Site that is prior to any liens or other matters of record and any unrecorded construction liens arising from nonpayment of bills covering improvements described in the work progress and inspection reports and sworn statements submitted as part of advances made under Construction Loan:
(D) The Borrower shall have caused the title insurance company insuring the Mortgage to have (1) changed the ALTA Form 3.0 zoning endorsement to an ALTA Form 3.1 zoning endorsement that covers the completed Improvements and (2) issued/brought current such other endorsements (including, without limitation, the ALTA 9 endorsement) to the title policy as the Bank may require; and
(E) The Borrower shall have executed and delivered the Term Note in the form attached as Exhibit D-1 or D-2 to Lender, together with all other documents required under this Agreement and the other Loan Documents; and
(F) At least one (1) day before the conversion, Borrower shall notify Lender in writing of its election of a LIBOR Rate, the Effective Rate, or a Fixed Rate. If Borrower wishes to elect a LIBOR Rate, it shall comply with the requirements set forth in this Loan Agreement. If Borrower does not elect a rate of interest, the Effective Rate will apply.
Appears in 1 contract
Conversion to Term Loan. On the Construction Loan Maturity Date, Borrower shall pay to Bank all outstanding principal and accrued and unpaid interest, and any other amounts due under the Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject (a) Subject to the terms and conditions of this Agreement, if any Extension Request shall be denied as provided in Section 3.20, then, on the date that is one (1) year prior to the then-existing Termination Date (the "Conversion Date"), Borrower may elect to convert the aggregate unpaid principal amount of the Total Principal Debt (provided that any outstanding Swing Line Loans shall be purchased and converted on or before the Conversion Date in accordance with Section 2.4) outstanding on the Conversion Date (such amount being the "Original Unpaid Principal Balance" into a term loan from each Lender (each a "Term Loan" and collectively, the "Term Loans"), provided that (i) all conditions precedent to a Borrowing set forth below:
in Section 5 are satisfied as of the Conversion Date, (aii) no Default exists, (iii) Borrower shall give have delivered to Agent a written notice of its request ("Conversion Notice") to convert the Total Principal Debt to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date Loans at least ninety thirty (9030) days prior to the Construction Loan Maturity date that is one (1) year prior to the then-current Termination Date;, and (iv) Borrower shall have paid the conversion fee set forth in Section 4.5.
(b) There Upon the conversion of the Original Unpaid Principal Balance to the Term Loans, the Commitments shall terminate and Borrower shall have been no material deterioration in further right to receive, and no Lender shall have the financial condition obligation to make, any Borrowings or to extend the Termination Date beyond the scheduled maturity of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretionTerm Loans.
(c) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then Borrower shall repay the principal balance of the Term Loans in quarterly installments, commencing on the August 1 immediately following the Conversion Date, and any Loan Party thereafter on the first (1st) day of each succeeding November, February, May, and August. The amount of each quarterly principal installment shall have executed such documents as Bank may require in connection with such extension, including any amendments be equal to the Loan Documents.following amount during the corresponding period: ------------------------------------------------------------------------------------------ Period Quarterly Payment Amount ------------------------------------------------------------------------------------------ During the First Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 1.25% ------------------------------------------------------------------------------------------ During the Second Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 3.75% ------------------------------------------------------------------------------------------ During the Third Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 7.5% ------------------------------------------------------------------------------------------
(d) Neither If Borrower nor any other Loan Party elects to convert the Original Unpaid Principal Balance into Term Loans, then interest on the unpaid principal of the Term Loans shall continue to accrue and be due and payable as provided in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such partySection 3.
(e) If Borrower shall have provided Bank with evidence reasonably acceptable elects to Bankconvert the Original Unpaid Principal Balance into Term Loans, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before then the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insuranceunpaid principal balance of, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust.
(g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loanaccrued interest on, the Term Loan will continue to be secured by the Deed of Trust and Loans, together with all other security for amounts due under this Agreement, shall be finally due and payable on the Construction Loanthird (3rd) anniversary of the Conversion Date.
Appears in 1 contract
Samples: Credit Agreement (Security Capital Industrial Trust)
Conversion to Term Loan. On If the Construction Loan Maturity Date, Borrower shall pay so elects by (i) delivery of a written notice to Bank the Agent (a "Notice to Convert") at least three (3) but not more than ten (10) Business Days prior to the date of the then current Commitment Termination Date and (ii) the cancellation and return of all outstanding principal Facility LCs (or, alternatively, with respect to each such Facility LC, the furnishing to the Agent of a cash deposit for deposit into the Facility LC Collateral Account equal to 105% of the Collateral Shortfall Amount as of such date), and (iii) the payment in full of all accrued and unpaid fees, then on such date (the "Loan Conversion Date") the Commitments shall be terminated and the then aggregate outstanding principal amount of the Reimbursement Advances and all Reimbursement Obligations shall be converted to a term loan which shall, in the case of each Lender, be in the amount of such Lender's outstanding Reimbursement Advances and Reimbursement Obligations on such date, and which shall be due and payable in full, together with accrued interest, on the Facility Termination Date; provided, that no such conversion shall occur if a Default or Event of Default has occurred and any other amounts due under is continuing either on the date of delivery of such Notice to Convert or on the Loan DocumentsConversion Date. However, Borrower may request an extension The Agent shall promptly deliver a copy of the Maturity Date such Notice to the Term Loan Maturity Date, and conversion Convert to each Lender. Upon delivery of the Construction Loan such Notice to a Term Loan subject to the terms and conditions set forth below:
(a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to the Construction Loan Maturity Date;
(b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, as determined by Bank in Bank’s sole discretion.
(c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date.
(f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completedConvert, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); Borrower's option to borrow and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurancereborrow Reimbursement Advances shall terminate, and such other endorsements as Bank reasonably requests, insuring Notice to Convert shall include a representation and warranty by the continued priority of Borrower that the Deed of Trust.
(g) The representations and warranties conditions contained in this Agreement and in all the Loan Documents are true and correct in all material respects Section 3.02 have been or will be satisfied as of the date the Loan would otherwise mature, to the extent applicable as of such date, Notice to Convert and as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Conversion Date. Amounts repaid or prepaid following any such conversion may not be reborrowed. If such term loan conversion has not previously been completed, then on the Commitment is not more than $32,700,000.00Termination Date, no more than $32,700,000.00 the Commitments shall be Advanced.
(j) terminated and the Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of full any title endorsements required by Bank. Upon the conversion of the Construction Loan to the Term Loan, the Term Loan will continue to be secured by the Deed of Trust Aggregate Outstanding Credit Exposures and all other security for the Construction Loanunpaid Obligations.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Dte Energy Co)
Conversion to Term Loan. On the Construction Loan Maturity Date, Borrower shall pay to Bank all outstanding principal and accrued and unpaid interest, and any other amounts due under the Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject (A) Subject to the terms and conditions of this Agreement, if any Extension Request shall be denied as provided in SECTION 3.20, then, on the date that is one (1) year prior to the then-existing Termination Date (the "CONVERSION DATE"), Borrower may elect to convert the aggregate unpaid principal amount of the Total Principal Debt (provided that any outstanding Swing Line Loans shall be purchased and converted on or before the Conversion Date in accordance with SECTION 2.4) outstanding on the Conversion Date (such amount being the "ORIGINAL UNPAID PRINCIPAL BALANCE" into a term loan from each Lender (each a "TERM LOAN" and collectively, the "TERM LOANS"), provided that (i) all conditions precedent to a Borrowing set forth below:
in SECTION 5 are satisfied as of the Conversion Date, (aii) no Default exists, (iii) Borrower shall give have delivered to Administrative Agent a written notice of its request ("CONVERSION NOTICE") to convert the Total Principal Debt to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date Loans at least ninety thirty (9030) days prior to the Construction Loan Maturity Date;
date that is one (b1) There shall have been no material deterioration in year prior to the financial condition of Borrower or any Loan Party since the Closing then-current Termination Date, as determined by Bank in Bank’s sole discretion.
and (c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the Loan Documents.
(d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party.
(eiv) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, paid the conversion fee set forth in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity DateSECTION 4.5.
(fB) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust.
(g) The representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, to the extent applicable as of such date, as determined by Bank, in its sole discretion; and
(h) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an amount that will reduce such ratio to no more than seventy percent (70%). Bank shall have the right to require an Appraisal of the Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower.
(i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced.
(j) Borrower shall pay all costs and expenses incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Term Loan, including without limitation, documentation and/or recording fees, if any, and the cost of any title endorsements required by Bank. Upon the conversion of the Construction Loan Original Unpaid Principal Balance to the Term LoanLoans, the Commitments shall terminate and Borrower shall have no further right to receive, and no Lender shall have the obligation to make, any Borrowings or to extend the Termination Date beyond the scheduled maturity of the Term Loans.
(C) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then Borrower shall repay the principal balance of the Term Loans in quarterly installments, commencing on the August 1 immediately following the Conversion Date, and thereafter on the first (1st) day of each succeeding November, February, May, and August. The amount of each quarterly principal installment shall be equal to the following amount during the corresponding period: ================================================================================================ PERIOD QUARTERLY PAYMENT AMOUNT ================================================================================================ During the First Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 1.25% ------------------------------------------------------------------------------------------------ During the Second Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 3.75% ------------------------------------------------------------------------------------------------ During the Third Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 7.5% ================================================================================================
(D) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then interest on the unpaid principal of the Term Loans shall continue to accrue and be due and payable as provided in SECTION 3.
(E) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then the unpaid principal balance of, and accrued interest on, the Term Loan will continue to be secured by the Deed of Trust and Loans, together with all other security for amounts due under this Agreement, shall be finally due and payable on the Construction Loanthird (3rd) anniversary of the Conversion Date.
Appears in 1 contract
Samples: Credit Agreement (Prologis Trust)
