Description of Facility Upon the terms and subject to the conditions set forth in this Credit Agreement, the Lenders hereby grant to the Borrowers a revolving credit facility pursuant to which:
General Description of Facilities Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.22, (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4, and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitment Amount from time to time in effect.
Description of Notes Closing Date August 18, 2015 Initial Note A-1-S1 Principal Balance $75,720,000.00 Initial Note A-1-S2 Principal Balance $75,720,000.00 Initial Note A-1-S3 Principal Balance $75,720,000.00 Initial Note A-2-S1 Principal Balance $33,127,500.00 Initial Note A-2-S2 Principal Balance $33,127,500.00 Initial Note A-2-S3 Principal Balance $33,127,500.00 Initial Note A-3-S1 Principal Balance $23,662,500.00 Initial Note A-3-S2 Principal Balance $23,662,500.00 Initial Note A-3-S3 Principal Balance $23,662,500.00 Initial Note A-1-C1 Principal Balance $70,000,000.00 Initial Note A-1-C2 Principal Balance $70,000,000.00 Initial Note A-1-C3 Principal Balance $69,600,000.00 Initial Note A-2-C1 Principal Balance $50,000,000.00 Initial Note A-2-C2 Principal Balance $41,700,000.00 Initial Note A-3-C1 Principal Balance $35,000,000.00 Initial Note A-3-C2 Principal Balance $30,500,000.00 Initial Note B-1-S Principal Balance $177,525,714.29 Initial Note B-2-S Principal Balance $77,667,500.00 Initial Note B-3-S Principal Balance $55,476,785.71 Approximate Initial Note A-1-S1 Percentage Interest 7.04% Approximate Initial Note A-1-S2 Percentage Interest 7.04% Approximate Initial Note A-1-S3 Percentage Interest 7.04% Approximate Initial Note A-2-S1 Percentage Interest 3.08% Approximate Initial Note A-2-S2 Percentage Interest 3.08% Approximate Initial Note A-2-S3 Percentage Interest 3.08% Approximate Initial Note A-3-S1 Percentage Interest 2.20% Approximate Initial Note A-3-S2 Percentage Interest 2.20% Approximate Initial Note A-3-S3 Percentage Interest 2.20% Approximate Initial Note A-1-C1 Percentage Interest 6.51% Approximate Initial Note A-1-C2 Percentage Interest 6.51% Co-Lender Agreement (11 Madison Avenue) Approximate Initial Note A-1-C3 Percentage Interest 6.47% Approximate Initial Note A-2-C1 Percentage Interest 4.65% Approximate Initial Note A-2-C2 Percentage Interest 3.88% Approximate Initial Note A-3-C1 Percentage Interest 3.26% Approximate Initial Note A-3-C2 Percentage Interest 2.84% Approximate Initial Note B-1-S1 Percentage Interest 16.51% Approximate Initial Note B-1-S2 Percentage Interest 7.22% Approximate Initial Note B-1-S3 Percentage Interest 5.16% Note A-1-S1 Interest Rate 3.5602% per annum Note A-1-S2 Interest Rate 3.5602% per annum Note A-1-S3 Interest Rate 3.5602% per annum Note A-2-S1 Interest Rate 3.5602% per annum Note A-2-S2 Interest Rate 3.5602% per annum Note A-2-S3 Interest Rate 3.5602% per annum Note A-3-S1 Interest Rate 3.5602% per annum Note A-3-S2 Interest Rate 3.5602% per annum Note A-3-S3 Interest Rate 3.5602% per annum Note A-1-C1 Interest Rate 3.5602% per annum Note A-1-C2 Interest Rate 3.5602% per annum Note A-1-C3 Interest Rate 3.5602% per annum Note A-2-C1 Interest Rate 3.5602% per annum Note A-2-C2 Interest Rate 3.5602% per annum Note A-3-C1 Interest Rate 3.5602% per annum Note A-3-C2 Interest Rate 3.5602% per annum Note B-1-S Interest Rate 3.5602% per annum Note B-2-S Interest Rate 3.5602% per annum Note B-3-S Interest Rate 3.5602% per annum Note A-1-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S1 Interest Rate Note A-1-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S2 Interest Rate Note A-1-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S3 Interest Rate Note A-2-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S1 Interest Rate Note A-2-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S2 Interest Rate Co-Lender Agreement (11 Madison Avenue) Note A-2-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S3 Interest Rate Note A-3-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S1 Interest Rate Note A-3-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S2 Interest Rate Note A-3-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S3 Interest Rate Note A-1-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C1 Interest Rate Note A-1-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C2 Interest Rate Note A-1-C3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C3 Interest Rate Note A-2-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C1 Interest Rate Note A-2-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C2 Interest Rate Note A-3-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C1 Interest Rate Note A-3-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C2 Interest Rate Note B-1-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-1-S Interest Rate Note B-3-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-3-S Interest Rate Co-Lender Agreement (11 Madison Avenue) EXHIBIT B NOTICES Note A-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Note A-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note A-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 Note B-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Co-Lender Agreement (11 Mxxxxxx Xxxxxx) Note B-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note B-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 In the case of each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, with a copy to: Sidley Austin LLP 70 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Kxxxx Xxxxxx Facsimile Number: Co-Lender Agreement (11 Mxxxxxx Xxxxxx)
Termination of Facility The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice (or such shorter period as agreed to by the Agent in its sole discretion) to the Agent, upon Full Payment of all Obligations (other than Bank Products that the applicable Lender chooses not to terminate and indemnity obligations that survive the termination of this Agreement and are not due and payable at such termination). On the effective date of termination of this Agreement, any Lender may terminate its and its Affiliates’ Bank Products.
Condition of Facilities (i) Use of the Real Property of Purchaser for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. To the Knowledge of Purchaser, no part of any Improvement encroaches on any real property not included in the Real Property of Purchaser, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land.
Use of Facility The Facility will be used for the purposes specified in the Recital.
Form of Face of Note [Include the following legend for Global Notes only (the “Global Notes Legend”):] [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [Include the following legend on all Notes that are Restricted Notes (the “Restricted Notes Legend”):] [THIS SECURITY AND THE ORDINARY SHARES, IF ANY, DELIVERABLE UPON EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
Availability of Facility Subject to the terms of this Agreement, the facility is available from the date hereof to the Facility Termination Date, and the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments shall expire on the Facility Termination Date.
Termination of Facilities Declare the principal of and interest on the Loans, the Notes and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.
DESCRIPTION OF COLLATERAL Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
