Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions: (i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date; (ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date; (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date); (iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date; (v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7; (vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; (vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and (viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person. (b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions: (i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date; (ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date; (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date); (iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date; (v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7; (vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and (vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 6 contracts
Samples: Eighth Mezzanine Loan Agreement (Harrahs Entertainment Inc), Fifth Mezzanine Loan Agreement (Harrahs Entertainment Inc), Fourth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the Maturity Date, the Borrower may, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than two such extensions may be requested pursuant to this Section 2.19. If the conditions in this Section 2.19 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension pursuant to this Section 2.19 shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.19.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)
Extension of the Maturity Date. (a) The Maturity Date may be extended for one year periods at the request of Borrower shall have and with the option to extend the term written consent of all of the Loan beyond Lenders (which may be withheld in the Initial sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Administrative Agent and the Lenders a written request for a one year extension of the Maturity Date together with a certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for one year, until the First Extended Maturity Date, upon satisfaction . If Lenders holding at least 80% of the following terms and conditions:
Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) no Default or Event of Default shall have occurred and cause such Non-Consenting Lender to be continuing on the Initial Maturity Date;
removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) Borrower shall notify voluntarily terminate the Pro Rata Share of Non-Consenting Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) monthsin accordance with Section 11.15(b), and no later than one (1) month, prior to the Initial Maturity Date;
or (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as utilize a combination of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then procedures described in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either clauses (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) of this Section. If such removal is accomplished by assignment to an amendment Eligible Assignee which has consented to the Interest Rate Cap Agreementrequested extension, which in then the case of either (i) or (ii) request for extension shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection be granted with the foregoingeffect as set forth above. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension If such removal is accomplished by a voluntary reduction of the Loan as described in this Section 2.7;
(vi) Borrower Commitment, then the Administrative Agent shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) notify all of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined Lenders in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personwriting thereof.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 3 contracts
Samples: Capital Markets Term Loan Agreement (Mandalay Resort Group), Term Loan Agreement (Mandalay Resort Group), Revolving Loan Agreement (Mandalay Resort Group)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Stated Maturity Date for two (2) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) the First Monthly Payment Date occurring in February, 2022 if the first Extension Option is exercised, and (ii) the Monthly Payment Date occurring in February, 2023 if the second Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised or on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time before the applicable Maturity Date provided that Borrower pays to Lender all actual reasonable out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date Agreement or (ii) an amendment to the a Substitute Interest Rate Cap Agreement, as applicable, which Replacement Interest Rate Cap Agreement or a Substitute Interest Rate Cap Agreement, as applicable, shall be effective commencing on the first day of the related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in which the case related Extended Maturity Date shall occur;
(d) Borrower pays to Lender all actual reasonable out-of-pocket costs incurred by Lender in connection with the exercise of either such Extension Option;
(e) in connection with the (i) or first Extension Option, the Debt Yield shall not be less than 11.0% at the time such Extension Option is exercised and on the date that such Extension Period is commenced; and (ii) the second Extension Option, the Debt Yield shall not be less than 12.0% at the time such Extension Option is exercised and on the date that such Extension Period is commenced;
(f) if any Mezzanine Loan is then outstanding, Lender shall have received evidence that such Mezzanine Loan shall have been repaid or extended (or will be contemporaneously extended) through a scheduled termination date no not earlier than the First applicable Extended Maturity Date;
(vg) Borrower shall have paid with respect to the (i) first Extension Option, on the first day of the first Extension Option, the Libor Spread (or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counselthe Prime Rate Spread or Alternate Rate Spread, if anyapplicable) shall permanently increase by 25 basis points (.25%) (including an increase in the spread of each Component on a pro rata basis) and (ii) second Extension Option, engaged on the first day of the second Extension Option, the Libor Spread (or the Prime Rate Spread or Alternate Rate Spread, as applicable) shall permanently increase by an additional 25 basis points (.25%) (including an increase in the spread of each Component on a pro rata basis); and
(h) with respect to review the Interest Rate Cap Agreement(i) first Extension Option, the Loan-to-Value Ratio based on the appraisals obtained in connection with the foregoing. Lender acknowledges and agrees that it closing of the Loan for the Individual Continental Properties only shall not charge any fee be greater than 50.0% and (other ii) second Extension Option, the Loan-to-Value Ratio based on the appraisals obtained in connection with the closing of the Loan for the Individual Continental Properties only shall not be greater than costs and expenses45.0%. Borrower shall have the right, as provided in if it so elects, to satisfy the preceding sentence and the extension fee described minimum Debt Yield requirement set forth in clause (vie) belowabove or the maximum Loan-To-Value Ratio requirement set forth in clause (h) above, by, in connection with any extension each case, (i) making a prepayment of the Loan as described in this accordance with Section 2.7;
(vi) Borrower shall have paid to Lender 2.7 hereof an extension fee in the amount of one half of one percent (0.5%) which, after such prepayment of the then Loan, would be sufficient to reduce the outstanding principal balance of the Loan to an amount which would satisfy such minimum Debt Yield requirement or maximum Loan-To-Value Ratio requirement, as applicable, or (ii) posting with Lender cash (which shall be held by Lender as additional security for the Debt and may be applied to the Debt during the continuance of an Event of Default and otherwise returned to Borrower upon the indefeasible payment in full of the Debt) or a Letter of Credit (which Letter of Credit shall be subject to Section 8.12 hereof) in an amount which, if applied to the outstanding principal balance of the Loan;
(vii) each of , would be sufficient to reduce the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the LoanLoan to an amount which would satisfy such applicable requirement; and
provided, that, with respect to clause (viiii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoingabove, if such Letter of Credit (when aggregated with all other Letters of Credit delivered in accordance with this Agreement) shall exceed ten percent (10%) of the Loan original principal balance of the Loan, Borrower shall be deliver to Lender a DPO Mezzanine Loan (under New Non-Consolidation Opinion with respect to such Letter of Credit. All references in this Agreement and as defined in the Note Sales Agreement) on the First Maturity Date, then other Loan Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Stated Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 3 contracts
Samples: Loan Agreement (Retail Value Inc.), Loan Agreement (Retail Value Inc.), Loan Agreement (DDR Corp)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one year, until year to the First Extended Maturity Date (the period of such first extension, the “First Extension Term”), (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”), and (z) if the First Extended Maturity Date has been so extended, to extend the Second Extended Maturity Date for an additional consecutive period of one year to the Third Extended Maturity Date (the period of such third extension, the “Third Extension Term”; together with the First Extension Term and the Second Extension Term, collectively, the “Extension Terms”). Each Extension Option, if Seller elects to request same, shall be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date, upon satisfaction First Extended Maturity Date or Second Extended Maturity Date, as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant each Extension Option subject to the requirement that, as of the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend no Margin Deficit is outstanding, (iii) Seller is in compliance with the Initial Maturity Date Debt Yield Test, (iv) all Purchased Assets qualify as aforesaid Eligible Assets (or, if any Purchased Asset is not earlier than six (6) monthsan Eligible Asset, and Seller has repurchased such Purchased Asset no later than one the earlier of (1x) monththe then-current Maturity Date, prior or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), and (v) Seller has paid to Buyer the applicable Extension Fee; provided that, with respect to the Initial Maturity Date;
Extension Condition set forth in clause (iiii), if a Default (but no Event of Default) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming has occurred and restating for the benefit of each Lender each of Borrower’s representations and warranties is continuing as of the Initial Maturity Date (orDate, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date or Second Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (includingmay be, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date or Second Maturity Date, as applicable, shall be extended on an interim basis until the earlier of (x) the date such Initial Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall be immediately effective and the then current Maturity Date without shall be extended for the taking applicable Extension Term) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such Extension Option shall not be effective and the Maturity Date shall be deemed to immediately occur). For the avoidance of any action by any Persondoubt, the exercise of the Second Extension Term shall not effect, or be deemed to effect, an extension of the Funding Period solely as a result of such exercise of the Second Extension Option and the Funding Period shall only be extended for such Second Extension Term if and to the extent Buyer agrees to such extension of the Funding Period in its sole discretion.
(b) Borrower Seller shall have the option to extend the term of the Loan beyond the First Extended CMBS Purchased Asset Maturity Date for an additional period of one year, until the Second Extended Maturity Date, upon satisfaction year by delivery to Buyer from Seller of written notice requesting an extension of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended CMBS Purchased Asset Maturity Date as aforesaid not no earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the First Extended CMBS Purchased Asset Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each , accompanied by a certification by a Responsible Officer of Borrower’s representations and warranties as Seller that all of the First Extended Maturity Date (Extension Conditions are satisfied or, if any of the Extension Conditions are not satisfied as of the date of such representation or warranty speaks written notice, an explanation of a particular datehow Seller proposes to comply with each such Extension Condition as of the CMBS Purchased Asset Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended CMBS Purchased Asset Maturity Date, Borrower shall obtain and deliver to Lender not later each of the Extension Conditions, other than two (2) Business Days prior payment of the Extension Fee, are satisfied, as determined by Buyer; provided that, with respect to the First Extended Maturity Date either Extension Condition set forth in clause (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date of such definition, if a Default (but no Event of Default) has occurred and is continuing as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First CMBS Purchased Asset Maturity Date, then the CMBS Purchased Asset Maturity Date shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been granted) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been denied and the CMBS Purchased Asset Maturity Date shall be deemed to immediately occur).
(c) Notwithstanding any provision to the extent contrary set forth elsewhere in this Agreement, except for Future Funding Transactions that may be entered into by Buyer and Seller in connection with Trailing Future Funding Obligations in accordance with Section 3.10(d) hereof, no additional Transactions shall be entered into after the Mortgage Loan expiration of the Funding Period.
(d) The terms and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, provisions governing further extensions of the Maturity Date of under Section 3.07(d) are set forth in the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action Fee and Pricing Letter, and are hereby incorporated by any Personreference.
Appears in 2 contracts
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.), Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the First Payment Date occurring in October, 2008, (y) the Payment Date occurring in October, 2009 and (z) the Payment Date occurring in October, 2010 (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(viv) in connection with each Extension Option, Borrower shall have paid delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or reimbursed Lender for all out-of-pocket costs and expenses actually incurred (ii) as a result of changes permitted hereunder or otherwise approved in writing by Lender Lender;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementv) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension exercise of the Loan as described in this Section 2.7;
(vi) second and third Extension Option, Borrower shall have paid to Lender an extension fee the Extension Fee; no Extension Fee shall be due in connection with the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;First Extension Option; and
(viivi) each of the Specified Mezzanine Notes (as defined in Mortgage Loan Extension Option corresponding to the Note Sales Agreement) applicable Extension Period shall have been purchased exercised in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that terms of the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Meristar Hospitality Corp), Mezzanine Loan Agreement (Meristar Hospitality Operating Partnership Lp)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the First Payment Date occurring in October, 2008, (y) the Payment Date occurring in October, 2009 and (z) the Payment Date occurring in October, 2010 (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(viv) in connection with each Extension Option, Borrower shall have paid delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or reimbursed Lender for all out-of-pocket costs and expenses actually incurred (ii) as a result of changes permitted hereunder or otherwise approved in writing by Lender Lender;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementv) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension exercise of the Loan as described in this Section 2.7;
(vi) second and third Extension Option, Borrower shall have paid to Lender an extension fee the Extension Fee; no Extension Fee shall be due in connection with the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;First Extension Option; and
(viivi) each of the Specified Mezzanine Notes (as defined in Extension Option corresponding to the Note Sales Agreement) applicable Extension Period shall have been purchased exercised in accordance with the Note Sales Agreement on or prior to terms of the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Loan Agreement (Meristar Hospitality Corp), Loan Agreement (Meristar Hospitality Operating Partnership Lp)
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the Maturity Date, the Borrower may, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than two such extensions may be requested pursuant to this Section 2.19. If the conditions in this Section 2.19 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension pursuant to this Section 2.19 shall be effected pursuant to an Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.19.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)
Extension of the Maturity Date. At the request of Seller delivered to Buyer in writing no earlier than ninety (a90) Borrower days and no later than thirty (30) days before the Maturity Date, provided that the Extension Conditions set forth below are fully satisfied both on the date of Seller’s written request and as of the scheduled Maturity Date, Buyer may in its sole and absolute discretion grant up to two (2) extensions of the Maturity Date, each for a period not to exceed one (1) year (an “Extension Period”) by giving notice to Seller approving such extension and specifying the extended Maturity Date to Seller no later than fifteen (15) days before the expiration of the scheduled Maturity Date. The failure of Buyer to so deliver such notice approving the extension shall have the option be deemed to be Buyer’s determination not to extend the term Maturity Date. Any extension of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of shall be subject to the following terms and conditions:
, as determined by Buyer in its sole discretion (each, an “Extension Condition”): (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower no Margin Deficit shall notify Lender of its irrevocable election be outstanding, (iii) Seller shall have made a timely written request to extend the Initial Maturity Date as aforesaid not earlier than six provided in this Section 3.06, (6iv) monthsSeller shall be in compliance with each of the Minimum Facility Debt Yield Test and the LTV/LTC Test, and no later than one all Purchased Assets otherwise qualify as Eligible Assets, and (1v) month, prior the payment by Seller to Buyer of the Initial Extension Fee on or before the scheduled Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for . If the benefit of each Lender each of Borrower’s representations and warranties Extension Conditions are not fully satisfied as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower then notwithstanding any prior approval by Buyer in its discretion of Seller’s request to extend the Maturity Date, Seller shall obtain have no right to extend the Maturity Date, and deliver any pending request to Lender not later extend the Maturity Date shall be deemed to be denied. Notwithstanding anything to the contrary in this Section 3.06, in no event shall the Maturity Date be extended for more than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Master Repurchase and Securities Contract (KKR Real Estate Finance Trust Inc.), Master Repurchase and Securities Contract (KKR Real Estate Finance Trust Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Stated Maturity Date, which such extension shall be (I) for a two year period (the “2 Year Extension Option” and “2 Year Extension Period”) beginning on the first Monthly Payment Date for one yearoccurring after the first occurrence of an Applicable Specified Tenant Trigger Period and ending on the Monthly Payment Date first occurring two years thereafter (such date, until the First “2 Year Extended Maturity Date”) or (II) for a 6 month period (the “6 Month Extension Option” and “6 Month Extension Period”) beginning on the initial Stated Maturity Date and ending on January 9, 2017 (such date, the “6 Month Extended Maturity Date”). The 2 Year Extension Option and the 6 Monthly Extension Option shall be mutually exclusive and once Borrower has exercised one such Extension Option, the other shall no longer be available to Borrower. The applicable Extension Option may be consummated hereunder upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lender):
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial date that the applicable Extension Period is commenced;
(b) With respect to the 2 Year Extension Option, (i) an Applicable Specified Tenant Trigger Period shall have occurred, (ii) the 6 Month Extension shall not have been noticed or consummated and (iii) Borrower consummates the 2 Year Extension Option in accordance with the applicable terms and conditions hereof by no later than the earlier to occur of (A) 60 days from the first occurrence of the Applicable Specified Tenant Trigger Period and (B) the initial Stated Maturity Date;
(c) With respect to the 6 Month Extension Option, (i) a Trigger Period shall not have occurred and be continuing, (ii) to the extent applicable, initial Specified Tenant is still seeking the ULURP Approval and such ULURP Approval has not been denied, rejected or otherwise disaffirmed, in each case, as of each of the date the 6 Month Extension Option is noticed and consummated, (iii) the 2 Year Extension Option shall not have been noticed or consummated and (iv) Borrower consummates the 6 Month Extension Option in accordance with the applicable terms and conditions hereof by no later than the initial Stated Maturity Date;
(d) Borrower shall notify Lender of its irrevocable election to extend the Initial initial Stated Maturity Date as aforesaid (i) in the case of the 6 Month Extension Option, not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Stated Maturity Date; and (ii) in the case of the 2 Year Extension Option, by (A) no earlier than the first occurrence of a Specified Tenant Trigger Period and (B) no later than the earlier to occur of 30 days (I) from the first occurrence of the Specified Tenant Trigger Period and (II) prior to the initial Stated Maturity Date;
(iiie) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days Lender, prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as exercise of the Initial Maturity Date or (ii) an amendment to the applicable Extension Option, a Replacement Interest Rate Cap Agreement, which in the case of either Replacement Interest Rate Cap Agreement shall have a term (i) beginning on the day after the expiration of the then existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement (as applicable) and (ii) shall have a scheduled termination date no earlier than ending on the First last day of the Interest Accrual Period in which the applicable Extended Maturity DateDate occurs;
(vf) Borrower shall have paid to Lender the applicable Extension Fee on or prior to the date the related Extension Period commences;
(g) Solely with respect to the 6 Month Extension Option, at the time such applicable Extension Option is exercised and on the date that such applicable Extension Period is commenced (i) the Debt Yield shall be equal to or greater than 9.75% and (ii) the LTV shall be equal to or less than 67%;
(h) Borrower shall deliver to Lender, at Borrower’s sole cost and expense, an Appraisal and revised and/or updated versions of the opinions of counsel given in connection with the closing of the Loan acceptable to Lender reflecting the applicable Extension Option;
(i) Borrower, at Borrower’s sole cost and expense, shall provide to Lender UCC, tax lien, bankruptcy, judgment and litigation searches with respect to the Property and each Borrower Party in the State in which the Property is located and in the jurisdictions where each such Person has its principal place of business, which such searches shall be in form and substance and shall yield results, in each case, reasonably acceptable to Lender;
(j) Borrower shall have paid or reimbursed Lender for all out-of-reasonable, out of pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges applicable Extension Option and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee all title premiums, appraisal fees and costs, recording charges, filing fees, taxes or other expenses payable in connection with the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanapplicable Extension Option;
(viik) Borrower shall execute such amendments to the Loan Documents and such additional documents as may, in each case, be reasonably requested by Lender in connection with the applicable Extension Option;
(l) The consummation of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior applicable Extension Option shall be permitted pursuant to the Specified Payment Date Property Documents and shall not result in a Property Document Event and, if requested by Lender, Borrower shall provide evidence reasonably satisfactory to Lender confirming the foregoing;
(as defined in m) At the Note Sales Agreementtime that any Extension Option is exercised and on the date that such applicable Extension Period is commenced, the Vacant LTV shall be equal to or less than eighty- five percent (85%); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(bn) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered deliver to Lender an Officer’s Certificate reaffirming (i) certifying that the requirements set forth in this Section 2.9 have been satisfied and restating to each Lender each of Borrower’s representations and warranties (ii) remaking as of the First Extended date of consummation of the applicable Extension Option the representations contained herein and in the other Loan Documents. From and after the consummation of any applicable Extension Option in accordance with the applicable terms and conditions hereof, all references in this Agreement and in the other Loan Documents to the Stated Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if shall mean the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for four (4) successive terms (each, an “Extension Option”) of one year(1) year each to (w) the Payment Date occurring in April, until 2018, (x) the First Payment Date occurring in April, 2019, (y) the Payment Date occurring in April, 2020 and (z) the Payment Date occurring in April, 2021 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have a scheduled termination date no earlier than term extending through and including the First end of the Interest Accrual Period in which the applicable Extended Maturity DateDate falls;
(iv) (A) each Other Mezzanine Loan shall have been extended in accordance with the terms of the related Other Mezzanine Loan Agreement and (B) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesexercise of each Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement)applicable Extension Fee; and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in either the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Harrahs Entertainment Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for one year(1) term (the “Extension Option”) of six (6) months (the “Extension Period”) to the Payment Date occurring in October, until 2006 (the First “Extended Maturity Date”), and upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the Extension Option is exercised and on the Initial Maturity Datedate that the Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to exercise of the Initial Maturity Date either (i) Extension Option, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreements from an Acceptable Counterparty shall be effective commencing on the first day of the Extension Option and shall have a maturity date not earlier than the Extended Maturity Date;
(iv) in connection with an effective date the Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the Initial Maturity Date commencement of the Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or (ii) an amendment to the Interest Rate Cap Agreement, which as a result of changes permitted hereunder or otherwise approved in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Datewriting by Lender;
(v) Borrower shall have paid or reimbursed to Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;Extension Fee; and
(vi) Borrower shall have paid to Lender an extension fee in the amount made a prepayment of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) $5,000,000.00 on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the initial Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of one half of one percent (0.5%) of principal being prepaid through and including the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First initial Maturity Date, then and (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personpreceding clause (i).
Appears in 2 contracts
Samples: Loan Agreement (Meristar Hospitality Operating Partnership Lp), Loan Agreement (Meristar Hospitality Corp)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) commencement of the applicable Extension Period, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) has been extended to a date no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement; and
(viii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then A Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine A Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 2 contracts
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) has been extended to a date no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement; and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and Extension Option corresponding to the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower applicable Extension Period shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then been exercised in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection accordance with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension terms of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonAgreement.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for one yeartwo (2) successive terms (each, until an “Extension Option”) of twelve (12) months each (each, an “Extension Period”) to (i) November 9, 2021 if the First first Extension Option is exercised and (ii) November 9, 2022 if the second Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lender):
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) Business Days before the Maturity Date provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as exercise of the Initial Maturity Date or (ii) an amendment such Extension Option, pursuant to the applicable terms and conditions of Section 2.8 hereof, a Replacement Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) the related Extension Period and shall have a scheduled termination maturity date no not earlier than the First Extended Maturity Datelast day of the related Extension Period;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vid) Borrower shall have paid to Lender an extension fee the Extension Fee on the date the related Extension Period is commenced;
(e) the Reserve Accounts shall contain the amounts required under this Agreement as of the date of commencement of the Extension Period, including, without limitation, depositing amounts in the amount (i) Tax Account sufficient to pay Taxes through the Extended Maturity Date, (ii) Insurance Account sufficient to pay all Insurance Premiums through the Extended Maturity Date, (iii) FF&E Reserve Account sufficient to pay the cost of one half all FF&E expenditures through the Extended Maturity Date, and (iv) Operating Expense Account sufficient to pay Operating Expenses due through the Extended Maturity Date, and Borrower shall deposit such additional reserve funds with Lender as Lender may require;
(f) each Guarantor shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of one percent (0.5%) such Guarantor’s obligations under each of the then Loan Documents executed and delivered by such Guarantor;
(g) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article 3 hereof remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable representations and warranties) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender;
(h) if required by Lender, Lender shall have received, at Borrower’s expense, a title continuation from the title company that provided the Title Insurance Policy evidencing that there are no liens against the Property other than Permitted Encumbrances;
(i) in connection with the first Extension Option, the Debt Yield shall not be less than 11% at the time such Extension Option is exercised and on the date that such Extension Period is commenced; provided, however, that if the foregoing condition is not satisfied, Borrower may prepay a portion of the outstanding principal balance of the Loan;
(vii) each Loan as may be necessary so that such condition is satisfied, provided that any such prepayment shall be subject to Borrower’s obligation to pay the proportionate share of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior Exit Fee applicable thereto pursuant to the Specified Payment Date (as defined in the Note Sales Agreement)Section 2.10 hereof; and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementj) in connection with the foregoing. Lender acknowledges and agrees that it second Extension Option, the Debt Yield shall not charge any fee (other be less than costs 11.25% at the time such Extension Option is exercised and expenseson the date that such Extension Period is commenced; provided, as provided in however, that if the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension foregoing condition is not satisfied, Borrower may prepay a portion of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan as may be necessary so that such condition is satisfied, provided that any such prepayment shall be contemporaneously extendedsubject to Borrower’s obligation to pay the proportionate share of the Exit Fee applicable thereto pursuant to Section 2.10 hereof. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under All references in this Agreement and as defined in the Note Sales Agreement) on the First Maturity Date, then other Loan Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent an Extension Option is exercised.
Appears in 2 contracts
Samples: Loan Agreement (Medalist Diversified REIT, Inc.), Loan Agreement (Medalist Diversified REIT, Inc.)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one yearyear to the First Extended Maturity Date (the period of such first extension, until the “First Extension Term”) and, (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”; together with the First Extension Term, collectively, the “Extension Terms”). Each Extension Option may be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date or First Extended Maturity Date, upon satisfaction as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date or First Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of the Initial Maturity Date or First Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) monthsno Margin Deficit is outstanding, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for Seller is in compliance with the benefit of each Lender each of Borrower’s representations and warranties Debt Yield Test, (iv) all Purchased Assets qualify as of the Initial Maturity Date Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller has repurchased such representation or warranty speaks Purchased Asset no later than the earlier of a particular date, as of such date);
(ivx) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended then‑current Maturity Date, Borrower or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall obtain not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), and deliver (v) Seller has paid to Lender not later than two (2) Business Days prior Buyer the applicable Extension Fee; provided that, with respect to the Initial Maturity Date either Extension Condition set forth in clause (i), if a Default (but no Event of Default) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date has occurred and is continuing as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap AgreementFirst Extended Maturity Date, which in as the case of either (i) may be, then the Initial Maturity Date or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
, as applicable, shall be extended on an interim basis until the earlier of (vx) Borrower the date such Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall have paid be immediately effective and the then current Maturity Date shall be extended for the applicable Extension Term) or reimbursed Lender (y) the date that the applicable cure period for all out-of-pocket costs such Default expires and expenses actually incurred by Lender such Default has not been cured to Buyer’s satisfaction (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it which case such Extension Option shall not charge any fee (other than costs be effective and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Persondeemed to immediately occur).
(b) Borrower Seller shall have the option to extend the term of the Loan beyond the First Extended CMBS Maturity Date for an additional period of one year, until the Second Extended Maturity Date, upon satisfaction year by delivery to Buyer from Seller of written notice requesting an extension of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended CMBS Maturity Date as aforesaid not no earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the First Extended CMBS Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each , accompanied by a certification by a Responsible Officer of Borrower’s representations and warranties as Seller that all of the First Extended Maturity Date (Extension Conditions are satisfied or, if any of the Extension Conditions are not satisfied as of the date of such representation or warranty speaks written notice, an explanation of a particular datehow Seller proposes to comply with each such Extension Condition as of the CMBS Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended CMBS Maturity Date, Borrower shall obtain and deliver to Lender not later each of the Extension Conditions, other than two (2) Business Days prior payment of the Extension Fee, are satisfied, as determined by Buyer; provided that, with respect to the First Extended Maturity Date either Extension Condition set forth in clause (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date of such definition, if a Default (but no Event of Default) has occurred and is continuing as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First CMBS Maturity Date, then the CMBS Maturity Date shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been granted) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been denied and the CMBS Maturity Date shall be deemed to immediately occur).
(c) Notwithstanding any provision to the extent that contrary set forth elsewhere in this Agreement, except for Future Funding Transactions which may be entered into by Buyer and Seller in connection with Trailing Future Funding Obligations in accordance with Section 3.10(d) hereof, no additional Transactions shall be entered into after the Mortgage Loan expiration of the Funding Period.
(d) The terms and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, provisions governing further extensions of the Maturity Date of under Section 3.07(d) are set forth in the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action Fee and Pricing Letter, and are hereby incorporated by any Personreference.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 days prior to, any anniversary of the Effective Date, the Borrower may, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for a period of one year; provided that no more than two such extensions may be requested pursuant to this Section 2.20. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan shall be automatically extended until Borrower, dated as of the Second Extended Maturity Date on date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such First Maturity Date without extension and (ii) certifying that, before and after giving effect to such extension, each of the taking of any action by any Person.conditions of
Appears in 1 contract
Samples: Revolving Credit Agreement (SoFi Technologies, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.20% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.20% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for four (4) successive terms (each, an “Extension Option”) of one year(1) year each to (w) the Payment Date occurring in April, until 2018, (x) the First Payment Date occurring in April, 2019, (y) the Payment Date occurring in April, 2020 and (z) the Payment Date occurring in April, 2021 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have a scheduled termination date no earlier than term extending through and including the First end of the Interest Accrual Period in which the applicable Extended Maturity DateDate falls; 00000000.0.XXXXXXXX
(iv) (A) each Other Mezzanine Loan shall have been extended in accordance with the terms of the related Other Mezzanine Loan Agreement and (B) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) in connection with the exercise of each Extension Option, Borrower shall have paid or reimbursed to Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;applicable Extension Fee; and
(vi) Borrower shall have paid to Lender an extension fee in the amount all of one half Lender’s reasonable out of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoingBorrower’s exercise of such Extension Option. Lender acknowledges All references in this Agreement and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the other Loan as described in this Section 2.7;
(vi) Borrower shall have paid Documents to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option The Company may, from time to extend the term of the Loan beyond the Initial Maturity Date for one yeartime, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
request that (i) in the case of the Revolving Facility, the Revolving Commitment Termination Date or (ii) in the case of any Term Advances of any Class, the Maturity Date in respect of such Advances of such Class be extended to such date as the Company shall specify in the applicable Extension Request, in each case by delivering to the Administrative Agent a copy of an extension request signed by the Company (an “Extension Request”) in substantially the form of Exhibit D hereto; provided that at the time of such request and as of the date of any such extension of any such Revolving Commitment Termination Date and/or Maturity Date (each, an “Extension” and each group of Commitments or Advances so extended, as well as any Advances of the same Class not so extended, each being a separate “tranche”), (A) the representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and (B) no Potential Event of Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
(ii) Borrower is continuing. The Administrative Agent shall promptly notify each Appropriate Lender of its irrevocable election receipt of such Extension Request. On or prior to the fifteenth day (the “Determination Date”) after the date upon which an Extension Request was submitted by the Company, each Appropriate Lender shall notify the Administrative Agent and the Company of its willingness or unwillingness to extend the Initial applicable Revolving Commitment Termination Date and/or Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to hereunder from the Initial applicable Revolving Commitment Termination Date and/or Maturity Date;
(iii) Borrower . Any Appropriate Lender that shall have delivered fail to Lender an Officer’s Certificate reaffirming and restating for so notify the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Administrative Agent and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement Company, on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan Determination Date, shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then deemed to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personhave declined to so extend.
(b) Borrower shall have In the option event that, on or prior to extend the term Determination Date, Appropriate Lenders representing 50% or more of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction aggregate amount of the following terms and conditions:
(i) no Default or Event in the case of Default shall have occurred and be continuing on any Revolving Facility, the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date Commitments or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any Term Facility, the Advances of all Appropriate Lenders, in each case then in effect in respect of the applicable Class shall consent to such extension, the Administrative Agent shall so advise the Appropriate Lenders and the Company and the Revolving Commitment Termination Date and/or Maturity Date of each such consenting Appropriate Lender (each a “Consenting Lender”) shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” or (ii) shall have a scheduled termination date no earlier than the Second Extended “Maturity Date;
(v) Borrower ” with respect to the applicable Class as used herein and in any Note executed and delivered by the Company pursuant to Section 2.14 hereof shall have paid or reimbursed Lender for at all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged times refer to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided such date indicated in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in Extension Request, unless it is later extended pursuant to this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; 2.16, and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Credit Agreement (Perspecta Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Scheduled Maturity Date for one yearthree (3) successive terms (each, until an “Extension Option”) of twelve (12) months each (each, an “Extension Period”) to (i) February 9, 2026, if the First Extended Maturity Datefirst Extension Option is exercised, (ii) February 9, 2027, if the second Extension Option is exercised, and (iii) February 9, 2028, if the third Extension Option is exercised upon satisfaction (in each case as reasonably determined by Lender) of the following terms and conditions, each of which shall be satisfied prior to the commencement of the applicable Extension Period unless otherwise specified:
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid exercise an Extension Option not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable then current Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) Business Days before the applicable then current Maturity Date provided that Borrower pays to Lender all actual out of pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered paid to Lender the Extension Fee no later than the date the related Extension Period is commenced;
(d) the Reserve Accounts shall contain the amounts required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional reserve funds with Lender as Lender may require;
(e) each Guarantor shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of such Guarantor’s obligations under each of the Loan Documents executed and delivered by such Guarantor;
(f) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s stating that all representations and warranties as of Borrower set forth in Article III hereof remain true and correct in all material respects, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Initial Maturity Date Loan Documents (orin which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable representations and warranties) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender;
(g) if any required by Lxxxxx, Lender shall have received, at Bxxxxxxx’s expense, a title continuation or endorsement to Lender’s Title Insurance Policy, evidencing that there are no liens against the Property other than Permitted Encumbrances;
(h) Borrower shall deliver to Lender updated rent rolls, occupancy reports, financial statements of Bxxxxxxx and Guarantor, and such representation or warranty speaks of a particular date, other information as of such dateLender may reasonably require;
(i) The Loan to Value Ratio shall be no greater than sixty-five percent (65%);
(ivj) intentionally omitted;
(k) in connection with the first Extension Option, the Debt Service Coverage Ratio (First Extension) shall not be less than 1.10 to 1.00 and the Debt Yield (Extension) shall be not less than nine percent (9.0%) at the time such Extension Option is exercised and on the date that such Extension Period is commenced; provided however, that if the Interest Rate Cap Agreement then foregoing condition is not satisfied at the time such Extension Option is exercised and on the date that such Extension Period is commenced, Borrower may either (i) prepay a portion of the Outstanding Principal Balance as may be necessary such that a Debt Service Coverage Ratio (First Extension) of 1.10 to 1.00 and a Debt Yield (Extension) of nine percent (9.0%) is satisfied, provided that any such prepayment shall be treated as a voluntary prepayment under Section 2.4.1 hereof (and the applicable amounts due in effect is scheduled to mature prior connection with such prepayment shall be payable by Borrower) (the “First Extension Prepayment Amount”) or (ii) deposit cash in an amount equal to the greater of (A) the First Extended Maturity DateExtension Prepayment Amount, (B) the amount by which the Underwritable Cash Flow (First Extension) would need to increase in order to achieve a Debt Service Coverage Ratio (First Extension) of 1.10 to 1.00, and (C) the amount by which the Underwritable Cash Flow (First Extension) would need to increase in order to achieve a Debt Yield (Extension) of nine percent (9.0%) into the Shortfall Reserve Account;
(l) in connection with the second Extension Option, the Debt Service Coverage Ratio (Extension) shall not be less than 1.20 to 1.00 and the Debt Yield (Extension) shall not be less than nine and one-half of one percent (9.5%) at the time such Extension Option is exercised and on the date that such Extension Period is commenced; provided, however, that if the foregoing condition is not satisfied, Borrower may prepay a portion of the Outstanding Principal Balance as may be necessary so that such condition is satisfied, provided that any such prepayment shall be treated as a voluntary prepayment under Section 2.4.1 hereof (and the applicable amounts due in connection with such prepayment shall be payable by Borrower);
(m) in connection with the third Extension Option, the Debt Service Coverage Ratio (Extension) shall not be less than 1.25 to 1.00 and the Debt Yield (Extension) shall not be less than ten percent (10.0%) at the time such Extension Option is exercised and on the date that such Extension Period is commenced; provided, however, that if the foregoing condition is not satisfied, Borrower may prepay a portion of the Outstanding Principal Balance as may be necessary so that such condition is satisfied, provided that any such prepayment shall be treated as a voluntary prepayment under Section 2.4.1 hereof (and the applicable amounts due in connection with such prepayment shall be payable by Borrower);
(n) Lender shall have received such other documentation and information (and Borrower shall have satisfied such additional requirements) as may be reasonably requested by Lender in connection with such Extension Option;
(o) no Material Adverse Change shall have occurred;
(p) Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to exercise of such Extension Option, pursuant to the Initial Maturity Date either (i) one or more Replacement applicable terms and conditions of Section 2.8 hereof, an extension of the Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date Agreement or (ii) an amendment to the a Replacement Interest Rate Cap Agreement, which in extension or Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) the Interest Period within which the related Extension Period commences and shall have a scheduled termination maturity date no not earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements last day of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with Period within which the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement)related Extension Period expires; and
(viiiq) Mortgage Loan and each Other Mezzanine Loan Completion shall be contemporaneously extended. Notwithstanding have occurred, provided that for purposes of this Section 2.9(q) only, Completion shall not require the foregoing, if delivery of the Loan shall be a DPO Mezzanine Loan (under and “as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan built” drawings and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonFinal Survey.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Building Loan Agreement (ACRES Commercial Realty Corp.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term Initial Maturity Date of the Loan beyond for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date for one year, until following the First exercise of each such option is hereinafter the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on at the Initial Maturity Datetime the applicable Extension Option is exercised and at the time that the applicable extension occurs;
(iib) Borrower shall notify provide Lender with written revocable notice of its irrevocable election to extend the Initial Maturity Date as aforesaid not later than thirty (30) days and not earlier than six one hundred twenty (6120) months, and no later than one (1) month, days prior to the Initial Maturity Date;
date the Loan is then scheduled to mature (iii) provided that if Borrower shall have delivered to Lender an Officersubsequently revoke such notice, Borrower shall be responsible for Lender’s Certificate reaffirming costs and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such dateexpenses incurred in connection with same);
(ivc) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to on the Initial Maturity Date either (i) first day of each Extension Option, one or more Replacement Mezzanine Interest Rate Cap Agreements in form substantially identical to the Mezzanine Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment in a notional amount equal to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan, which Interest Rate Cap Agreement shall have a LIBOR strike price equal to the Strike Price and be effective commencing on the first date of such Extension Option and shall have a maturity date not earlier than the applicable Extended Maturity Date after giving effect to the option then being exercised;
(viid) each of Mortgage Borrower shall have extended the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased Mortgage Loan pursuant to and in accordance with Section 2.7 of the Note Sales Agreement Mortgage Loan Agreement;
(e) Borrower shall pay to Lender in connection with the exercise of the third Extension Option, an extension fee equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal amount of the Loan as of the first day of the second Extension Term (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date first day of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity DateExtension Term;
(iif) Borrower Lender shall notify Lender of its irrevocable election to extend have received evidence that the First Extended Maturity Date as aforesaid Mezzanine A Loan has been extended through a date not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First applicable Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which paid in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personfull.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.75% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.75% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower Maker shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each to (x) the Payment Date occurring in [ ], until 2008, and (y) the First Payment Date occurring in [ ], 2009 (each such date, the Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower Maker shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower Maker shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty Caps, which Replacement Rate Caps shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the Maturity Date as extended pursuant to the terms of this Section 2.3;
(iv) in connection with an effective date each Extension Option, Maker shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.3 and as of the Initial Maturity Date or (ii) commencement of the applicable Extension Option, an amendment Officer’s Certificate in form acceptable to the Interest Rate Cap Agreement, which Lender certifying that each of the representations and warranties of Maker contained in the case Loan Documents is true, complete and correct in all material respects as of either (i) or (ii) shall have the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a scheduled termination date no earlier than result of the First Extended Maturity Datepassage of time;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. exercise of each Extension Option, Maker shall have paid to Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7Extension Fee;
(vi) Borrower shall have paid to Lender an at the time the applicable Extension Option is exercised and on the date that the applicable extension fee in term is commenced, the amount of one half of one percent (0.5%) Debt Service Coverage Ratio of the Properties then outstanding principal balance of encumbered by a Mortgage for the Loan;
preceding twelve (vii12) each of the Specified Mezzanine Notes full month period shall not be less than (as defined in the Note Sales Agreementa) have been purchased in accordance with the Note Sales Agreement on or prior respect to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan first Extension Option, [1.25:1.00] and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior with respect to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (orsecond Extension Option, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan[1.35:1.00]; and
(vii) Mortgage the Mezzanine Extension Option corresponding to the applicable Extension Option hereunder shall have been exercised in accordance with the terms of the Mezzanine Loan and each Other Agreement or the Mezzanine Loan shall be contemporaneously extendedprepaid in full. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under All references in this Agreement and as defined in the Note Sales Agreement) on the First Maturity Date, then other Loan Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Loan Agreement (Capital Lodging)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender [intentionally omitted];
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 11.14% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 11.14% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the Maturity Date, the Borrower may, upon written notice (athe “ Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than two such extensions may be requested pursuant to this Section 2.19. If the conditions in this Section 2.19 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan shall be automatically extended until Borrower, dated as of the Second Extended Maturity Date on date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such First Maturity Date without the taking of any action by any Person.extension and
Appears in 1 contract
Samples: Revolving Credit Agreement (Uber Technologies, Inc)
Extension of the Maturity Date. (a) Borrower The Borrowers shall have the option right, exercisable one time, to extend the term Maturity Date by one year. To exercise such right the Borrowers’ Representative shall execute and deliver a written request (the “Extension Request”) to the Agent at least forty-five (45) days but not more than ninety (90) days prior to the Maturity Date. The Agent shall forward to each Lender a copy of the Loan beyond Extension Request delivered to the Initial Maturity Date for one year, until the First Extended Maturity Date, Agent promptly upon receipt thereof. Subject to satisfaction of the following terms conditions, the Maturity Date shall be extended for one year effective upon receipt by the Agent of the Extension Request and conditions:
payment of the fee referred to in the following clause (iz): (w) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall have occurred exist, and (B) the representations and warranties made or deemed made by each of the Borrowers and the Guarantors in any Loan Document to which such Person is a party shall be continuing true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Initial effective date of such extension, except to the extent such representation and warranty is as of a specific date in which case such representation and warranty shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and except to the extent of changes resulting from transactions permitted by the Loan Documents, (x) Agent’s receipt of evidence reasonably satisfactory to it that each Title Policy continues to be effective upon the extension of the Maturity Date;
, including receipt of any endorsement to each Title Policy required for the continued effectiveness of such Title Policy, (iiy) Borrower Agent shall notify Lender have obtained an Appraisal of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier each Mortgaged Property, which Appraisals shall have been issued no more than six (6) months, and no later than one (1) month, months prior to the Initial Maturity Date;
Date and reviewed and approved by the appraisal department of the Agent and (iiiz) Borrower the Borrowers shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating the Agent for the benefit account of each Lender each an extension fee in an amount equal to one quarter of Borrower’s representations and warranties as of the Initial Maturity Date one percent (or, if any such representation or warranty speaks of a particular date, as 0.25%) of such date);
Lender’s Commitment (ivwhether or not utilized) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior and to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for Agent all reasonable out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or Appraisals. At any time prior to the Specified Payment Date (as defined effectiveness of any such extension, upon the Agent’s request, the Borrowers’ Representative shall deliver to the Agent a certificate from the chief financial officer or accounting officer of the Borrowers’ Representative certifying the matters referred to in the Note Sales Agreementimmediately preceding clauses (w)(A) and (w)(B); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) October 9, 2021 if the First first Extension Option is exercised, (ii) October 9, 2022 if the second Extension Option is exercised, and (iii) October 9, 2023 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to revoke such notice at any time up to thirty (30) days before the applicable Maturity Date provided that Borrower pays to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender (in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Lender prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender in connection with Borrower exercising the applicable Extension Option;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesthird Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(f) in connection with the third Extension Option, Lender shall have determined that the lien free completion of the LoanPermitted Alterations in accordance with Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(g) [intentionally omitted]; and
(viih) Mortgage Loan and Borrower shall have delivered to Lender evidence that each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that of the Mortgage Loan and the Other Mezzanine Loans that are B Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower Seller shall have the option two (2) options to extend the term of the Loan beyond the Initial Maturity Date (each, an “Extension Option”), each for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than an additional one (1) monthyear period (each, prior to an “Extension Term”) ending on the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as one year anniversary of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular datethe first extended Maturity Date, as of such date);
the case may be (iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First each, an “Extended Maturity Date”), Borrower shall obtain and deliver exercisable in each case by delivery to Lender not Buyer of a written notice exercising any such Extension Option no earlier than sixty (60) days or later than two thirty (230) Business Days days prior to the Initial Maturity Date either or first Extended Maturity Date, as the case may, but subject to the following conditions: (i) one no Event of Default exists on the date of delivery of notice by Seller exercising such Extension Option or more Replacement Interest Rate Cap Agreements the then current Maturity Date, (ii) no Margin Deficit shall be outstanding, (iii) Seller shall be in compliance with the Debt Yield Test, (iv) all Purchased Assets must qualify as Eligible Assets (or Seller repurchases any Purchased Asset that no longer qualifies as an Eligible Asset within three (3) business days of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the conditions for an Acceptable Counterparty with an effective date as extension of the Term), and (v) the payment by Seller to Buyer of the Extension Fee on or before the current Maturity Date. Notwithstanding the preceding paragraph, if a Default has occurred and is continuing on or prior to the then current Maturity Date, then the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second first Extended Maturity Date, upon satisfaction as applicable, shall be extended on an interim basis to the earlier of the following terms date such Default is cured by or at the direction of Seller (whereupon the exercise of the applicable Extension Option shall immediately be effective and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended then current Maturity Date as aforesaid not earlier than six (6shall be extended for the applicable Extension Term) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular dateDefault remains uncured, as the date that the applicable cure period in respect of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonDefault expires.
Appears in 1 contract
Samples: Master Repurchase Agreement (Starwood Property Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Stated Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) October 9, 2025 if the First first Extension Option is exercised, (ii) October 9, 2026 if the second Extension Option is exercised, and (iii) October 9, 2027 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lenxxx):
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Stated Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Stated Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) days before the Stated Maturity Date, provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Replacement Interest Rate Cap Agreement) Agreement shall be an Interest Rate Cap Agreement from a Counterparty in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid a notional amount equal to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan, which Interest Rate Cap Agreement shall have a Strike Rate equal to the Extension Strike Rate and be effective commencing on the first day of the related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in which the related Extended Maturity Date shall occur;
(viid) each reimbursement of the Specified Mezzanine Notes (as defined all of Lender’s reasonable costs and expenses incurred in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior to exercise of such Extension Option, including reasonable attorney’s fees and expenses and the Specified Payment Date current fee being assessed by Servicer (as defined in the Note Sales Agreementif any); and
(viiie) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date any portion of the Mezzanine Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term is outstanding as of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended applicable Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming evidence that the Mezzanine Loan has been extended or shall be concurrently extended through a date not earlier than the applicable Extended Maturity Date. Except as expressly set forth in this Agreement, all references in this Agreement and restating in the other Loan Documents to each Lender each of Borrower’s representations and warranties as of the First Stated Maturity Date shall mean the Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than event the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personapplicable Extension Option is exercised.
Appears in 1 contract
Samples: Loan Agreement (Industrial Logistics Properties Trust)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Stated Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) March 9, 2025 if the First first Extension Option is exercised, (ii) March 9, 2026 if the second Extension Option is exercised, and (iii) March 9, 2027 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lxxxxx):
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Stated Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Stated Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) days before the Stated Maturity Date, provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Replacement Interest Rate Cap Agreement) Agreement shall be an Interest Rate Cap Agreement from a Counterparty in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid a notional amount equal to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each , which Interest Rate Cap Agreement shall have a Strike Rate equal to the Extension Strike Rate and be effective commencing on the first day of the Specified Mezzanine Notes (as defined related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in which the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment related Extended Maturity Date (as defined in the Note Sales Agreement)shall occur; and
(viiid) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date reimbursement of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking all of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an OfficerLender’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket reasonable costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoingexercise of such Extension Option, including reasonable attorney’s fees and expenses and the current fee being assessed by Servicer (if any). Lender acknowledges All references in this Agreement and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the other Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Stated Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Loan Agreement (Industrial Logistics Properties Trust)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.20% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.20% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) April 9, 2020 if the First first Extension Option is exercised, (ii) April 9, 2021 if the second Extension Option is exercised, and (iii) April 9, 2022 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to revoke such notice at any time up to thirty (30) days before the applicable Maturity Date provided that Borrower pays to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender (in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Lender prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender in connection with Borrower exercising the applicable Extension Option;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it second Extension Option, the Debt Yield shall not charge any fee be less than 6.10% on the date which is thirty (other than costs and expenses, as provided in 30) days prior to the preceding sentence and date that the extension fee described in clause second Extension Period is commenced;
(vi) belowf) in connection with any extension of the Loan as described in this Section 2.7third Extension Option, the Debt Yield shall not be less than 6.25% on the date which is thirty (30) days prior to the date that the third Extension Period is commenced;
(vig) in connection with the third Extension Option, the Borrower shall have paid to Lender on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(h) in connection with the third Extension Option, Lender shall have determined that the lien free completion of the Loan; andPermitted Alterations in accordance with Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(viii) Mortgage Loan and each Other Mezzanine Loan in connection with (A) the second Extension Option, but only in the event the Debt Yield is less than 6.50% as of the date which is thirty (30) days prior to the date that the second Extension Period is commenced, or (B) the third Extension Option (and, for the avoidance of doubt, only if not previously delivered in connection with the second Extension Option), if required by Lender, Borrower shall either (selection of which option shall be contemporaneously extendedat Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor (which guaranty shall be substantially in the form of the Unfunded Obligations Guaranty and with a “Remaining Unfunded Obligation” concept modified, mutatis mutandis, to apply to the guaranteed sums) guaranteeing funding of, an amount equal to the sum of all (1) unfunded obligations for tenant improvements and leasing commissions and (2) free rent and operating expense reimbursement credits, but only to the extent that such unfunded obligations, free rent and reimbursement credits (i) relate to Leases which were in effect as of the Closing Date and (ii) occur or would remain outstanding after the third Extended Maturity Date. Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mortgage Lender and/or Mezzanine A Lender, such payment will be given appropriate credit under such guaranty given - 47 - for the benefit of Lender. If Borrower elects the foregoing option (x) then any funds posted with Lender to cover the obligations described in either the foregoing clause (1) or (2) shall be held by Lender as additional collateral for the Loan until such time as the Debt has been paid in full. Notwithstanding the foregoing, Borrower shall not be required to post a cash deposit or provide a payment guaranty as set forth in subclauses (x) and (y) above if Mortgage Borrower posts the cash deposit described in Section 2.9(i) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranty described in Section 2.9(i) of the Mortgage Loan Agreement, Borrower shall be required to post a DPO Mezzanine Loan cash deposit with Lender or provide a payment guaranty to Lender as set forth in subclauses (under x) and (y) above;
(j) in connection with the third Extension Option, if on the date that third Extension Period is commenced Xxxxx Fargo fails to be in actual, physical possession of substantially all (i.e., 90% or more) of its then current Specified Tenant Space (it being understood that the Specified Tenant Space occupied by Xxxxx Fargo as of the Closing Date may be reduced in connection with the Xxxxx Fargo’s exercise of the contraction option contained in the Xxxxx Fargo’s Specified Tenant Lease) and/or ceases to operate its business in substantially all (i.e., 90% or more) of its then current Specified Tenant Space, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment of an amount equal to the Specified Tenant Trigger Cap (as defined in the Note Sales Mortgage Loan Agreement) (which guaranty shall be in form and substance acceptable to Lender) (the “Occupancy Guaranty”) (it being understood that such Occupancy Guaranty will (A) terminate if substantially all (i.e., 90% or more) of such space is leased to a replacement tenant in accordance with the terms hereof and (B) reduce, pro rata, based on any of the First Maturity DateXxxxx Fargo space that is actually re-leased in accordance with the terms hereof). Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mortgage Lender and/or Mezzanine A Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Lender. If Borrower elects the foregoing option (x) then any funds posted with Lender shall be held by Lender as additional collateral for the Loan until such time as the Debt has been paid in full; provided, however, that upon the occurrence of the events in either the foregoing clauses (A) or (B), such funds shall be returned to Borrower, either in whole or in part (on pro rata basis as set forth in clause (B) above), as applicable. Notwithstanding the foregoing, Borrower shall not be required to post a cash deposit or provide the Occupancy Guaranty as set forth in subclauses (x) and (y) above if Mortgage Borrower posts the cash deposit described in Section 2.9(j) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranty described in Section 2.9(j) of the Mortgage Loan Agreement, Borrower shall be required to post a cash deposit with Lender or provide the Occupancy Guaranty to Lender as set forth in subclauses (x) and (y) above.
(k) (A) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the date that the second Extension Period is commenced, then in connection with the second Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Lender) (the “GDC Guaranty”) and (B) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the extent date that the third Extension Period is commenced, in connection with the third Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Lender) (the “Additional GDC Guaranty”) (for the avoidance of doubt, any amounts guaranteed by the Additional GDC Guaranty shall be in addition (but without duplication) to the amounts guaranteed by the GDC Guaranty). Each of the GDC Guaranty and the Additional GDC Guaranty shall, by their terms, reduce by an amount equal to $37.50 times the number of square feet of the GDC’s Specified Tenant Space re-leased in accordance with the terms hereof to a replacement tenant or to GDC subsequent to the date of the GDC Guaranty and the Additional GDC Guaranty, as applicable. Each of the GDC Guaranty and the Additional GDC Guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations to Mortgage Lender and/or Mezzanine A Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Lender. Notwithstanding the foregoing, (I) Borrower shall not be required to post a cash deposit or provide the GDC Guaranty as set forth in the subsection (k)(A) above if Mortgage Borrower posts the cash deposits described in Section 2.9(k)(A) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof and (II) Borrower shall not be required to post a cash deposit or provide the Additional GDC Guaranty as set forth in the subsection (k)(B) above if Mortgage Borrower posts the cash deposits described in Section 2.9(k)(B) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranties described in Section 2.9(k) of the Mortgage Loan Agreement, Borrower shall be required to post cash deposits with Lender or provide the GDC Guaranty or Additional GDC Guaranty, as applicable, to Lender as set forth in as set forth in this subsection (k); and
(l) Borrower shall have delivered to Lender evidence that each of the Mortgage Loan and the Other Mezzanine Loans that are A Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Senior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.40% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.40% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR Margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.40% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.40% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) The Borrower shall have may request that the option Maturity Date be extended for a one year period by delivering to extend the term Agent a written notice to that effect during the period commencing on the 120th day and ending on the 90th day prior to the then current Maturity Date. If all Lenders agree, in their discretion, to the extension request within 60 days from the receipt of such notice, the Agent will notify the Borrower of same and the Maturity Date will be extended for a period of one year from the then current Maturity Date. Subject to Section 2.11(b), unless all Lenders agree to the extension request with such 60-day period, the Maturity Date will not be extended and the Borrowings will be repayable on the then current Maturity Date.
(b) If a group of Lenders whose Commitments amount in the aggregate to more than 66⅔% (but less than 100%) of the Loan beyond Facility have agreed to an extension of the Initial Maturity Date in accordance with Section 2.11(a), the Agent will notify the Borrower of same, specifying the names of the Lenders who have not provided their consent (the “Non-Extending Lenders”). After receipt of such notice and for one yeara period of 30 days, until the First Extended Maturity Date, upon satisfaction Borrower will be entitled to exercise any of the following terms and conditions:options (or a combination of them):
(i) the Borrower may require that each such Non-Extending Lender assign its rights under the Facility to another Person who has agreed to assume the Commitment of such Non-Extending Lender and to consent to the extension, provided that no Default or Event such assignment and assumption will be effective unless Section 19.4 is complied with and the consideration payable to such Non-Extending Lender for the assignment includes all amounts owed to such Non-Extending Lender in respect of Default shall have occurred the Facility (plus breakage costs, if any) and be continuing on is paid to the Initial Maturity Date;latter by the assignee; and
(ii) the Borrower shall notify Lender of may cancel in its irrevocable election to extend entirety the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit Commitment of each Non-Extending Lender each of Borrower’s representations and warranties as provided that no such cancellation will be effective unless all amounts owed to such Non-Extending Lender in respect of the Initial Maturity Date Facility (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counselincluding breakage costs, if any, engaged ) are paid to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;it.
(vic) Borrower shall have paid to Lender an extension fee in If the amount Commitments of one half of one percent (0.5%) of all Non-Extending Lenders under the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) Facility have been purchased assumed or cancelled in accordance with Section 2.11(b) within the Note Sales Agreement on or prior to 30-day period specified therein, the Specified Payment Date (as defined in Agent will notify the Note Sales Agreement); and
(viii) Mortgage Loan Lenders of same and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall Facility will be automatically extended until for a period of one year from the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended then current Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoingHowever, if the Loan shall be a DPO Mezzanine Loan (Commitments of all Non-Extending Lenders under and as defined the Facility have not been assumed or cancelled in the Note Sales Agreementaccordance with Section 2.11(b) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extendedwithin such 30-day period, the Maturity Date will not be extended and the Agent will notify the Borrower and the Lenders of same, and the Loan shall Borrowings will be automatically extended until repayable on the Second Extended then current Maturity Date on such First Maturity Date without the taking of any action by any PersonDate.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Stated Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) October 9, 2025 if the First first Extension Option is exercised, (ii) October 9, 2026 if the second Extension Option is exercised, and (iii) October 9, 2027 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lxxxxx):
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Stated Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Stated Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) days before the Stated Maturity Date, provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Replacement Interest Rate Cap Agreement) Agreement shall be an Interest Rate Cap Agreement from a Counterparty in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid a notional amount equal to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan, which Interest Rate Cap Agreement shall have a Strike Rate equal to the Extension Strike Rate and be effective commencing on the first day of the related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in which the related Extended Maturity Date shall occur;
(viid) each reimbursement of the Specified Mezzanine Notes (as defined all of Lender’s reasonable costs and expenses incurred in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior to exercise of such Extension Option, including reasonable attorney’s fees and expenses and the Specified Payment Date current fee being assessed by Servicer (as defined in the Note Sales Agreementif any); and
(viiie) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that any portion of the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date is outstanding as of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended applicable Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent evidence that the Mortgage Loan has been extended or shall be concurrently extended through a date not earlier than the applicable Extended Maturity Date. Except as expressly set forth in this Agreement, all references in this Agreement and in the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, other Loan Documents to the Stated Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Extension of the Maturity Date. (a) Borrower shall have the option The Company may, from time to extend the term of the Loan beyond the Initial Maturity Date for one yeartime, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
request that (i) in the case of the Revolving Facility, the Revolving Commitment Termination Date or (ii) in the case of any Term Advances of any Class, the Maturity Date in respect of such Advances of such Class be extended to such date as the Company shall specify in the applicable Extension Request, in each case by delivering to the Administrative Agent a copy of an extension request signed by the Company (an “Extension Request”) in substantially the form of Exhibit D hereto; provided that at the time of such request and as of the date of any such extension of any such Revolving Commitment Termination Date and/or Maturity Date (each, an “Extension” and each group of Commitments or Advances so extended, as well as any Advances of the same Class not so extended, each being a separate “tranche”), (A) the representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and (B) no Potential Event of Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
(ii) Borrower is continuing. The Administrative Agent shall promptly notify each Appropriate Lender of its irrevocable election receipt of such Extension Request. On or prior to the fifteenth day (the “Determination Date”) after the date upon which an Extension Request was submitted by the Company, each Appropriate Lender shall notify the Administrative Agent and the Company of its willingness or unwillingness to extend the Initial applicable Revolving Commitment Termination Date and/or Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to hereunder from the Initial applicable Revolving Commitment Termination Date and/or Maturity Date;
(iii) Borrower . Any Appropriate Lender that shall have delivered fail to Lender an Officer’s Certificate reaffirming and restating for so notify the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Administrative Agent and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement Company, on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan Determination Date, shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then deemed to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personhave declined to so extend.
(b) Borrower shall have In the option event that, on or prior to extend the term Determination Date, Appropriate Lenders representing 50% or more of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction aggregate amount of the following terms and conditions:
(i) no Default or Event in the case of Default shall have occurred and be continuing on any Revolving Facility, the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date Commitments or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any Term Facility, the Advances of all Appropriate Lenders, in each case then in effect in respect of the applicable Class shall consent to such extension, the Administrative Agent shall so advise the Appropriate Lenders and the Company and the Revolving Commitment Termination Date and/or Maturity Date of each such consenting Appropriate Lender (each a “Consenting Lender”) shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” or (ii) shall have a scheduled termination date no earlier than the Second Extended “Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection ” with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then respect to the extent that applicable Class as used herein and in any Note executed and delivered by the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.Company pursuant to
Appears in 1 contract
Samples: Credit Agreement (Perspecta Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Senior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.20% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.20% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option The Company may, from time to extend the term of the Loan beyond the Initial Maturity Date for one yeartime, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
request that (i) in the case of the Revolving Facility, the Revolving Commitment Termination Date or (ii) in the case of any Term Advances of any Class, the Maturity Date in respect of such Advances of such Class be extended to such date as the Company shall specify in the applicable Extension Request, in each case by delivering to the applicable Agent a copy of an extension request signed by the Company (an “Extension Request”) in substantially the form of Exhibit D hereto; provided that at the time of such request and as of the date of any such extension of any such Revolving Commitment Termination Date and/or Maturity Date (each, an “Extension” and each group of Commitments or Advances so extended, as well as any Advances of the same Class not so extended, each being a separate “tranche”), (A) the representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and (B) no Potential Event of Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
(ii) Borrower is continuing. The applicable Agent shall promptly notify each Appropriate Lender of its irrevocable election receipt of such Extension Request. On or prior to the fifteenth day (the “Determination Date”) after the date upon which an Extension Request was submitted by the Company, each Appropriate Lender shall notify the applicable Agent and the Company of its willingness or unwillingness to extend the Initial applicable Revolving Commitment Termination Date and/or Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to hereunder from the Initial applicable Revolving Commitment Termination Date and/or Maturity Date;
(iii) Borrower . Any Appropriate Lender that shall have delivered fail to Lender an Officer’s Certificate reaffirming and restating for so notify the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence applicable Agent and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement Company, on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan Determination Date, shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then deemed to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personhave declined to so extend.
(b) Borrower shall have In the option event that, on or prior to extend the term Determination Date, Appropriate Lenders representing 50% or more of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction aggregate amount of the following terms and conditions:
(i) no Default or Event in the case of Default shall have occurred and be continuing on any Revolving Facility, the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date Commitments or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any Term Facility, the Advances of all Appropriate Lenders, in each case then in effect in respect of the applicable Class shall consent to such extension, the applicable Agent shall so advise the Appropriate Lenders and the Company and the Revolving Commitment Termination Date and/or Maturity Date of each such consenting Appropriate Lender (each a “Consenting Lender”) shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class as used herein and in any Note executed and delivered by the Company pursuant to Section 2.14 hereof shall at all times refer to such date indicated in the Extension Request, unless it is later extended pursuant to this Section 2.16, and (ii) shall have for each Lender that is not a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Consenting Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review each a “Non-Extending Lender”) the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.term
Appears in 1 contract
Samples: Credit Agreement (CSRA Inc.)
Extension of the Maturity Date. (a) Borrower shall have The Maturity Date may be extended for 364 day periods at the option to extend the term request of the Loan beyond Parent and with the Initial Maturity Date for one year, until written consent of all of the First Extended Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than sixty days prior to the then effective Maturity Date, upon satisfaction but not later than forty days prior to such Maturity Date, the Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the following terms Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and conditions:
each Borrower stating that the representations and warranties contained in Article 4 (OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no Default or Event longer true and correct as a result of Default shall have occurred and be continuing on the Initial Maturity Date;
a change which is not a violation of this Agreement, (ii) Borrower shall notify Lender of its irrevocable election to extend as otherwise disclosed by the Initial Maturity Date as aforesaid not earlier than six Parent and the Borrowers and approved in writing by the Requisite Lenders and (6iii) monthsSections 4.4(a), 4.6 (first sentence), and no later 4.15) shall be true and correct on and as of the date of such Certificate. Each Lender shall -29- notify the Administrative Agent within thirty days (but not sooner than one (1) month, 45 days prior to the Initial Maturity Date;
) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date be extended for 364 days from the then current Maturity Date. If Lenders holding at least 66 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as utilize a combination of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then procedures described in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either clauses (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) of this Section. If such removal is accomplished by assignment to an amendment Eligible Assignee which has consented to the Interest Rate Cap Agreementrequested extension, which in then the case of either (i) or (ii) request for extension shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection be granted with the foregoingeffect as set forth above. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension If such removal is accomplished by a voluntary reduction of the Loan as described in this Section 2.7;
(vi) Borrower Commitment, then the Administrative Agent shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) notify all of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined Lenders in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personwriting thereof.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) is no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement;
(viii) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(ix) the Mezzanine A Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine A Loan Agreement;
(x) the Mezzanine B Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine B Loan Agreement;
(xi) the Mezzanine C Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine C Loan Agreement; and
(viiixii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then D Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine D Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each to (x) the Payment Date occurring in [ ], until 2008, and (y) the First Payment Date occurring in [ ], 2009 (each such date, the Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered obtain and deliver to Lender an Officer’s Certificate reaffirming prior to exercise of such Extension Option, one or more Replacement Rate Caps, which Replacement Rate Caps shall be effective commencing on the first day of such Extension Option and restating for shall have a maturity date not earlier than the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks as extended pursuant to the terms of a particular date, as of such date)this Section 2.3;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Dateconnection with each Extension Option, Borrower shall obtain and deliver have delivered to Lender not later than two together with its notice pursuant to subsection (2b) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date of this Section 2.3 and as of the Initial Maturity Date or (ii) commencement of the applicable Extension Option, an amendment Officer’s Certificate in form acceptable to the Interest Rate Cap Agreement, which Lender certifying that each of the representations and warranties of Borrower contained in the case Loan Documents is true, complete and correct in all material respects as of either (i) or (ii) shall have the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a scheduled termination date no earlier than result of the First Extended Maturity Datepassage of time;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesexercise of each Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7Extension Fee;
(vi) Borrower shall have paid to Lender an at the time the applicable Extension Option is exercised and on the date that the applicable extension fee in term is commenced, the amount of one half of one percent (0.5%) Debt Service Coverage Ratio of the Properties then outstanding principal balance of encumbered by a Mortgage for the Loanpreceding twelve (12) full month period shall not be less than (a) with respect to the first Extension Option, [1.25:1.00] and (b) with respect to the second Extension Option, [1.35:1.00]; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement. All references in this Agreement and in the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.75% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.75% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender [intentionally omitted];
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 11.14% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 11.14% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. At the request of Seller delivered to Buyer in writing no earlier than ninety (a90) Borrower days and no later than thirty (30) days before the then-current Maturity Date, provided that the Extension Conditions set forth below are fully satisfied both on the date of Seller’s written request and as of the then-current scheduled Maturity Date, Buyer shall have the option grant to Seller two (2) separate options to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended then-current Maturity Date, upon satisfaction each for a period of one (1) year (each, an “Extension Period”). Any extension of the Maturity Date shall be subject to the following terms and conditions:
, as determined by Buyer in its sole discretion (each, an “Extension Condition”): (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower no Margin Deficit shall notify Lender be outstanding (regardless of its irrevocable election whether the Minimum Margin Test is satisfied), (iii) Seller shall have made a timely written request to extend the Initial then-current Maturity Date as aforesaid not earlier than six provided in this Section 3.06, (6iv) monthseach of the Purchased Assets shall be in compliance with each of the Debt Yield Test and the PPV Test, and no later than one (1v) month, prior Seller has paid to Buyer the Initial Extension Fee on or before the then-currently scheduled Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for . If the benefit of each Lender each of Borrower’s representations and warranties Extension Conditions are not fully satisfied as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is then-currently scheduled to mature prior to the First Extended Maturity Date, Borrower then notwithstanding any prior approval by Buyer in its discretion of Seller’s request to extend the then-current Maturity Date, Seller shall obtain have no right to extend the then-current Maturity Date, and deliver any pending request to Lender not later extend the then-current Maturity Date shall be deemed to be denied. Notwithstanding anything to the contrary in this Section 3.06, (i) in no event shall the Maturity Date be extended for more than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or Extension Periods, and (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in Maturity Date pursuant to this Section 2.7;
3.06 shall extend each Transaction’s Repurchase Date to the earlier of (viy) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent new extended Maturity Date, or (0.5%z) the date derived from clause (d) of the then outstanding principal balance definition of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); “Repurchase Date”, and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges therewith Buyer and agrees that it Seller shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid execute all necessary updated Confirmations to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and reflect each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity such new Repurchase Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (TPG RE Finance Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) is no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement;
(viii) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(ix) the Mezzanine A Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine A Loan Agreement;
(x) the Mezzanine B Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine B Loan Agreement;
(xi) the Mezzanine C Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine C Loan Agreement; and
(viiixii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then E Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine E Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Other Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Third Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender [intentionally omitted];
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.78% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.78% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term Initial Maturity Date of the Loan beyond for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date for one year, until following the First exercise of each such option is hereinafter the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on at the Initial Maturity Datetime the applicable Extension Option is exercised and at the time that the applicable extension occurs;
(iib) Borrower shall notify provide Lender with written revocable notice of its irrevocable election to extend the Initial Maturity Date as aforesaid not later than thirty (30) days and not earlier than six one hundred twenty (6120) months, and no later than one (1) month, days prior to the Initial Maturity Date;
date the Loan is then scheduled to mature (iii) provided that if Borrower shall have delivered to Lender an Officersubsequently revoke such notice, Borrower shall be responsible for Lender’s Certificate reaffirming costs and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such dateexpenses incurred in connection with same);
(ivc) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to on the Initial Maturity Date either (i) first day of each Extension Option, one or more Replacement Mezzanine Interest Rate Cap Agreements in form substantially identical to the Mezzanine Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment in a notional amount equal to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan, which Interest Rate Cap Agreement shall have a LIBOR strike price equal to the Strike Price and be effective commencing on the first date of such Extension Option and shall have a maturity date not earlier than the applicable Extended Maturity Date after giving effect to the option then being exercised;
(viid) each of Mortgage Borrower shall have extended the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased Mortgage Loan pursuant to and in accordance with Section 2.7 of the Note Sales Agreement Mortgage Loan Agreement;
(e) Borrower shall pay to Lender in connection with the exercise of the third Extension Option, an extension fee equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal amount of the Loan as of the first day of the second Extension Term (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date first day of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonExtension Term.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) is no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement;
(viii) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(ix) the Mezzanine B Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine B Loan Agreement;
(x) the Mezzanine C Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine C Loan Agreement;
(xi) the Mezzanine D Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine D Loan Agreement; and
(viiixii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then E Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine E Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option The Company may, from time to extend the term of the Loan beyond the Initial Maturity Date for one yeartime, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
request that (i) in the case of the Revolving Facility, the Revolving Commitment Termination Date or (ii) in the case of any Term Advances of any Class, the Maturity Date in respect of such Advances of such Class be extended to such date as the Company shall specify in the applicable Extension Request, in each case by delivering to the Administrative Agent a copy of an extension request signed by the Company (an “Extension Request”) in substantially the form of Exhibit D hereto; provided that at the time of such request and as of the date of any such extension of any such Revolving Commitment Termination Date and/or Maturity Date (each, an “Extension” and each group of Commitments or Advances so extended, as well as any Advances of the same Class not so extended, each being a separate “tranche”), (A) the representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and (B) no Potential Event of Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
(ii) Borrower is continuing. The Administrative Agent shall promptly notify each Appropriate Lender of its irrevocable election receipt of such Extension Request. On or prior to the fifteenth day (the “Determination Date”) after the date upon which an Extension Request was submitted by the Company, each Appropriate Lender shall notify the Administrative Agent and the Company of its willingness or unwillingness to extend the Initial applicable Revolving Commitment Termination Date and/or Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to hereunder from the Initial applicable Revolving Commitment Termination Date and/or Maturity Date;
(iii) Borrower . Any Appropriate Lender that shall have delivered fail to Lender an Officer’s Certificate reaffirming and restating for so notify the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Administrative Agent and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement Company, on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan Determination Date, shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then deemed to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personhave declined to so extend.
(b) Borrower shall have In the option event that, on or prior to extend the term Determination Date, Appropriate Lenders representing 50% or more of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction aggregate amount of the following terms and conditions:
(i) no Default or Event in the case of Default shall have occurred and be continuing on any Revolving Facility, the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date Commitments or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any Term Facility, the Advances of all Appropriate Lenders, in each case then in effect in respect of the applicable Class shall consent to such extension, the Administrative Agent shall so advise the Appropriate Lenders and the Company and the Revolving Commitment Termination Date and/or Maturity Date of each such consenting Appropriate Lender (each a “Consenting Lender”) shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class as used herein and in any Note executed and delivered by the Company pursuant to Section 2.14 hereof shall at all times refer to such date indicated in the Extension Request, unless it is later extended pursuant to this Section 2.16, and (ii) for each Lender that is not a Consenting Lender (each a “Non-Extending Lender”) the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class shall at all times, subject to the following proviso, refer to the date which was the Revolving Commitment Termination Date or Maturity Date of such Lender in respect of such Facility then in effect prior to the delivery to the Administrative Agent of such Extension Request unless it is later extended pursuant to this Section 2.16; provided that, after the Determination Date with respect to any Extension Request and prior to the Revolving Commitment Termination Date or Maturity Date with respect to the applicable Class then applicable to such Non-Extending Lender (or its direct or indirect assignee(s)), a Non-Extending Lender (or any direct or indirect assignee of (i) in the case of any Revolving Facility, Commitments of a Non-Extending Lender or (ii) shall have in the case of any Term Facility, Advances of any Non-Extending Lender) (each a scheduled termination date no earlier than the Second Extended Maturity Date;
(v“New Consenting Lender”) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (includingmay, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension written consent of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid Company, elect, by written notice to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then such effect to the extent that Administrative Agent, to extend the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Revolving Commitment Termination Date and/or Maturity Date of its Commitments and/or Term Advances of the Loan applicable Class, as applicable, to the date indicated in the applicable Extension Request and thereafter, for such New Consenting Lender, the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class as used herein and in any Note executed and delivered by the Company pursuant to Section 2.14 hereof shall at all times refer to such date indicated in the applicable Extension Request, unless it is later extended pursuant to this Section 2.16. In the event that, as of the Determination Date, the Consenting Lenders represent less than 50% of the aggregate amount of (i) in the case of any Revolving Facility, the Commitments or (ii) in the case of any Term Facility, the Advances of all Appropriate Lenders then in effect under the applicable Facility, the Administrative Agent shall so advise the Appropriate Lenders and the Company, and none of the Lenders’ Revolving Commitment Termination Date and/or Maturity Date shall be automatically extended until to the Second Extended date indicated in the Extension Request and each Appropriate Lender’s Revolving Commitment Termination Date and/or Maturity Date on such First shall (unless later extended pursuant to this Section 2.16) continue to be the date which was the Revolving Commitment Termination Date and/or Maturity Date without of such Lender in respect of such Facility immediately prior to the taking delivery to the Administrative Agent of any action by any Personsuch Extension Request.
Appears in 1 contract
Samples: Credit Agreement (Perspecta Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Senior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.75% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.75% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) April 9, 2020 if the First first Extension Option is exercised, (ii) April 9, 2021 if the second Extension Option is exercised, and (iii) April 9, 2022 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to revoke such notice at any time up to thirty (30) days before the applicable Maturity Date provided that Borrower pays to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender (in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Lender prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender in connection with Borrower exercising the applicable Extension Option;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it second Extension Option, the Debt Yield shall not charge any fee be less than 6.10% on the date which is thirty (other than costs and expenses, as provided in 30) days prior to the preceding sentence and date that the extension fee described in clause second Extension Period is commenced;
(vi) belowf) in connection with any extension of the Loan as described in this Section 2.7third Extension Option, the Debt Yield shall not be less than 6.25% on the date which is thirty (30) days prior to the date that the third Extension Period is commenced;
(vig) in connection with the third Extension Option, the Borrower shall have paid to Lender on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(h) in connection with the third Extension Option, Lender shall have determined that the lien free completion of the Loan; andPermitted Alterations in accordance with Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(viii) Mortgage Loan and each Other Mezzanine Loan in connection with (A) the second Extension Option, but only in the event the Debt Yield is less than 6.50% as of the date which is thirty (30) days prior to the date that the second Extension Period is commenced, or (B) the third Extension Option (and, for the avoidance of doubt, only if not previously delivered in connection with the second Extension Option), if required by Lender, Borrower shall either (selection of which option shall be contemporaneously extendedat Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor (which guaranty shall be substantially in the form of the Unfunded Obligations Guaranty and with a “Remaining Unfunded Obligation” concept modified, mutatis mutandis, to apply to the guaranteed sums) guaranteeing funding of, an amount equal to the sum of all (1) unfunded obligations for tenant improvements and leasing commissions and (2) free rent and operating expense reimbursement credits, but only to the extent that such unfunded obligations, free rent and reimbursement credits (i) relate to Leases which were in effect as of the Closing Date and (ii) occur or would remain outstanding after the third Extended Maturity Date. Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mortgage Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Lender. If Borrower elects the foregoing option (x) then any funds posted with Lender to cover the obligations described in either the foregoing clause (1) or (2) shall be held by Lender as additional collateral for the Loan until such time as the Debt has been paid in full. Notwithstanding the foregoing, Borrower shall not be required to post a cash deposit or provide a payment guaranty as set forth in subclauses (x) and (y) above if Mortgage Borrower posts the cash deposit described in Section 2.9(i) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranty described in Section 2.9(i) of the Mortgage Loan Agreement, Borrower shall be required to post a DPO Mezzanine Loan cash deposit with Lender or provide a payment guaranty to Lender as set forth in subclauses (under x) and (y) above;
(j) in connection with the third Extension Option, if on the date that third Extension Period is commenced Xxxxx Fargo fails to be in actual, physical possession of substantially all (i.e., 90% or more) of its then current Specified Tenant Space (it being understood that the Specified Tenant Space occupied by Xxxxx Fargo as of the Closing Date may be reduced in connection with the Xxxxx Fargo’s exercise of the contraction option contained in the Xxxxx Fargo’s Specified Tenant Lease) and/or ceases to operate its business in substantially all (i.e., 90% or more) of its then current Specified Tenant Space, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment of an amount equal to the Specified Tenant Trigger Cap (as defined in the Note Sales Mortgage Loan Agreement) (which guaranty shall be in form and substance acceptable to Lender) (the “Occupancy Guaranty”) (it being understood that such Occupancy Guaranty will (A) terminate if substantially all (i.e., 90% or more) of such space is leased to a replacement tenant in accordance with the terms hereof and (B) reduce, pro rata, based on any of the First Maturity DateXxxxx Fargo space that is actually re-leased in accordance with the terms hereof). Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mortgage Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Lender. If Borrower elects the foregoing option (x) then any funds posted with Lender shall be held by Lender as additional collateral for the Loan until such time as the Debt has been paid in full; provided, however, that upon the occurrence of the events in either the foregoing clauses (A) or (B), such funds shall be returned to Borrower, either in whole or in part (on pro rata basis as set forth in clause (B) above), as applicable. Notwithstanding the foregoing, Borrower shall not be required to post a cash deposit or provide the Occupancy Guaranty as set forth in subclauses (x) and (y) above if Mortgage Borrower posts the cash deposit described in Section 2.9(j) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranty described in Section 2.9(j) of the Mortgage Loan Agreement, Borrower shall be required to post a cash deposit with Lender or provide the Occupancy Guaranty to Lender as set forth in subclauses (x) and (y) above.
(k) (A) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the date that the second Extension Period is commenced, then in connection with the second Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Lender) (the “GDC Guaranty”) and (B) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the extent date that the third Extension Period is commenced, in connection with the third Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Lender or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Lender) (the “Additional GDC Guaranty”) (for the avoidance of doubt, any amounts guaranteed by the Additional GDC Guaranty shall be in addition (but without duplication) to the amounts guaranteed by the GDC Guaranty). Each of the GDC Guaranty and the Additional GDC Guaranty shall, by their terms, reduce by an amount equal to $37.50 times the number of square feet of the GDC’s Specified Tenant Space re-leased in accordance with the terms hereof to a replacement tenant or to GDC subsequent to the date of the GDC Guaranty and the Additional GDC Guaranty, as applicable. Each of the GDC Guaranty and the Additional GDC Guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations to Mortgage Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Lender. Notwithstanding the foregoing, (I) Borrower shall not be required to post a cash deposit or provide the GDC Guaranty as set forth in the subsection (k)(A) above if Mortgage Borrower posts the cash deposits described in Section 2.9(k)(A) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof and (II) Borrower shall not be required to post a cash deposit or provide the Additional GDC Guaranty as set forth in the subsection (k)(B) above if Mortgage Borrower posts the cash deposits described in Section 2.9(k)(B) of the Mortgage Loan Agreement with Mortgage Lender and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranties described in Section 2.9(k) of the Mortgage Loan Agreement, Borrower shall be required to post cash deposits with Lender or provide the GDC Guaranty or Additional GDC Guaranty, as applicable, to Lender as set forth in as set forth in this subsection (k); and
(l) Borrower shall have delivered to Lender evidence that each of the Mortgage Loan and the Other Mezzanine Loans that are B Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.40% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.40% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) November 1, 2011 and (y) November 1, 2012 (each such date, the First “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one thirty (130) month, days prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or; provided, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Datehowever, Borrower shall obtain be permitted to rescind and deliver to revoke its notice of extension given in accordance with the terms hereof, provided that (i) written notice of such rescission and revocation is received by Lender not later no sooner than two three (23) Business Days prior to the Initial applicable Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all pays Lender’s reasonable out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements as a result of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension Lender’s receipt of the Loan as described in this Section 2.7such notice of extension;
(viiii) Borrower shall obtain and deliver to Lender on or prior to the commencement of the applicable Extension Period, one or more Replacement Interest Rate Hedging Agreements, which Replacement Interest Rate Hedging Agreements shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the next succeeding Extended Maturity Date and shall have a Strike Rate equal to the then applicable Strike Rate;
(iv) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in commencement of each Extension Period, the Note Sales Agreement)Extension Fee; and
(viiiv) Mortgage If the Mezzanine B Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoingis no longer outstanding, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered a certificate of Bank Loan Borrower satisfying the requirements of Section 7.4 hereof (and relating to Debt Service Shortfalls as projected by Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as through the end of the First Extended Maturity Date applicable Extension Period) or shall have deposited with Lender, cash or delivered to Lender, a Letter of Credit, satisfying the requirements of Section 7.4 hereof (or, if any such representation or warranty speaks of a particular date, and in an amount sufficient to cover Debt Service Shortfalls as of such date);
(iv) if projected by Lender through the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as end of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personapplicable Extension Period).
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one yearyear to the First Extended Maturity Date (the period of such first extension, until the “First Extension Term”) and, (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”; together with the First Extension Term, collectively, the “Extension Terms”). Each Extension Option may be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date or First Extended Maturity Date, upon satisfaction as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date or First Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of the Initial Maturity Date or First Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) monthsno Margin Deficit is outstanding, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for Seller is in compliance with the benefit of each Lender each of Borrower’s representations and warranties Debt Yield Test, (iv) all Purchased Assets qualify as of the Initial Maturity Date Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller has repurchased such representation or warranty speaks Purchased Asset no later than the earlier of a particular date, as of such date);
(ivx) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended then-current Maturity Date, Borrower or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall obtain not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), and deliver (v) Seller has paid to Lender not later than two (2) Business Days prior Buyer the applicable Extension Fee; provided that, with respect to the Initial Maturity Date either Extension Condition set forth in clause (i), if a Default (but no Event of Default) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date has occurred and is continuing as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap AgreementFirst Extended Maturity Date, which in as the case of either (i) may be, then the Initial Maturity Date or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
, as applicable, shall be extended on an interim basis until the earlier of (vx) Borrower the date such Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall have paid be immediately effective and the then current Maturity Date shall be extended for the applicable Extension Term) or reimbursed Lender (y) the date that the applicable cure period for all out-of-pocket costs such Default expires and expenses actually incurred by Lender such Default has not been cured to Buyer’s satisfaction (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it which case such Extension Option shall not charge any fee (other than costs be effective and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Persondeemed to immediately occur).
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. (aI) Borrower shall have the option to extend the term of the Loan (the "EXTENSION OPTION") beyond the Initial initial Maturity Date for one year(1) term (the "EXTENSION TERM") of one (1) year to the Payment Date occurring in ______________, until the First Extended Maturity Date2008, upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing at the time Borrower delivers notice to Lender of its intention to exercise the Extension Option and on the Initial Maturity Datedate that the extension term is commenced;
(iib) Borrower shall notify Lender in writing of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
, which election shall be irrevocable commencing on the fifteenth (iii15th ) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature day prior to the First Extended Maturity Date, date on which the Extension Term will commence.
(c) Borrower shall obtain and deliver to Lender not later than two (2) Business Days as security for the Loan prior to the Initial Maturity Date either (i) commencement of the Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Protection Agreements, which Interest Rate Cap Agreement, which in Protection Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have a scheduled termination maturity date no not earlier than the First Extended Maturity Date, as extended pursuant to the terms of this Section 2.10;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementd) in connection with the foregoing. Extension Option, Borrower shall have delivered to Lender acknowledges together with its notice pursuant to subsection (b) of this Section 2.10 and agrees as of the commencement of the Extension Term, a certificate from an officer of Borrower in form acceptable to the Lender certifying that it shall not charge any fee (other than costs each of the representations and expenses, as provided warranties of Borrower contained in the preceding sentence Loan Documents is true, complete and correct in all material respects as of the extension fee described in clause date of such certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(vi) belowe) in connection with any extension the exercise of the Loan as described in this Section 2.7;
(vi) Extension Option, Borrower shall have paid to Lender an extension fee the Extension Fee. All references in this Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior other Loan Documents to the Specified Payment Maturity Date (as defined in shall mean the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then as the same may be extended pursuant and subject to this Section 2.10.
(II) In the extent event that the Mortgage Loan and the Other Mezzanine Loans that are Borrower for any reason does not DPO Mezzanine Loans are being extended, extend the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option pursuant to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Datethis Section 2.10, Borrower shall obtain and deliver cause Mezzanine Borrower to Lender not later than two (2) Business Days prior to prepay the First Extended Mezzanine Loan on the initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty in accordance with an effective date as the terms of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonDocuments.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to the First Monthly Payment Date occuring in (i) February, 2017 if the first Extension Option is exercised, (ii) February, 2018 if the second Extension Option is exercised, and (iii) February, 2019 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lender):
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) the related Extension Period and shall have a scheduled termination maturity date no not earlier than the First last day of the Interest Accrual Period related to the then applicable Extended Maturity Date;
(vd) Solely with respect to Borrower’s exercise of the second Extension Option and third Extension Option, Borrower shall have paid or reimbursed to Lender for all out-of-pocket costs and expenses actually incurred by Lender the Extension Fee on the date the related Extension Period is commenced;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it first Extension Option, the Debt Yield shall not charge any fee (other be less than costs 7.25% at the time such Extension Option is exercised and expenseson the date that such Extension Period is commenced, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described second Extension Option, the Debt Yield shall not be less than 7.75% at the time such Extension Option is exercised and on the date that such Extension Period is commenced, and in this Section 2.7connection with the third Extension Option, the Debt Yield shall not be less than 8.00% at the time such Extension Option is exercised and on the date that such Extension Period is commenced;
(vif) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(g) the Mezzanine B Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine B Loan Agreement;
(h) if the TLG Promissory Notes and/or the Convertible Notes are extended so that they are scheduled to become due during the applicable Extension Period, Guarantor shall have provided to Lender an amendment to the Guaranty, in form and substance reasonably acceptable to Lender, to add to the Guaranty the covenants set forth on Schedule XXIII attached hereto; and
(i) Borrower shall have paid to Lender an extension fee in the amount all of one half Lender’s reasonable out of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees associated with Borrower’s exercise of such Extension Option. All references in this Agreement and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the other Loan as described in this Section 2.7;
(vi) Borrower shall have paid Documents to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (aI) Borrower shall have the option to extend the term of the Loan (the "EXTENSION OPTION") beyond the Initial initial Maturity Date for one year(1) term (the "EXTENSION TERM") of one (1) year to the Payment Date occurring in July, until the First Extended Maturity Date2008, upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing at the time Borrower delivers notice to Lender of its intention to exercise the Extension Option and on the Initial Maturity Datedate that the extension term is commenced;
(iib) Borrower shall notify Lender in writing of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
, which election shall be irrevocable commencing on the fifteenth (iii15th ) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature day prior to the First Extended Maturity Date, date on which the Extension Term will commence.
(c) Borrower shall obtain and deliver to Lender not later than two (2) Business Days as security for the Loan prior to the Initial Maturity Date either (i) commencement of the Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Protection Agreements, which Interest Rate Cap Agreement, which in Protection Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have a scheduled termination maturity date no not earlier than the First Extended Maturity Date, as extended pursuant to the terms of this Section 2.10;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementd) in connection with the foregoing. Extension Option, Borrower shall have delivered to Lender acknowledges together with its notice pursuant to subsection (b) of this Section 2.10 and agrees as of the commencement of the Extension Term, a certificate from an officer of Borrower in form acceptable to the Lender certifying that it shall not charge any fee (other than costs each of the representations and expenses, as provided warranties of Borrower contained in the preceding sentence Loan Documents is true, complete and correct in all material respects as of the extension fee described in clause date of such certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(vi) belowe) in connection with any extension the exercise of the Loan as described in this Section 2.7;
(vi) Extension Option, Borrower shall have paid to Lender an extension fee the Extension Fee. All references in this Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior other Loan Documents to the Specified Payment Maturity Date (as defined in shall mean the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then as the same may be extended pursuant and subject to this Section 2.10.
(II) In the extent event that the Mortgage Loan and the Other Mezzanine Loans that are Borrower for any reason does not DPO Mezzanine Loans are being extended, extend the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option pursuant to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Datethis Section 2.10, Borrower shall obtain and deliver cause Senior Mezzanine Borrower to Lender not later than two (2) Business Days prior to prepay the First Extended Senior Mezzanine Loan on the initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty in accordance with an effective date as the terms of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Senior Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonDocuments.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the First Payment Date occurring in August, 2010 if the first Extension Option is exercised, (y) the Payment Date occurring in August, 2011 if the second Extension Option is exercised and (z) the Payment Date occurring in August, 2012 if the last Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) days before the Maturity Date provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the having a LIBOR strike price not greater than 6.25%, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First then current Extended Maturity Date;
(iv) Borrower shall have paid to Lender the Extension Fee on or prior to the commencement of each Extension Period;
(v) Borrower shall have paid or reimbursed to Lender funds for all out-of-pocket costs deposit into the Rollover/Replacement Reserve Account if such reserves are required to be maintained under this Agreement, in each case, to the extent necessary based on the then anticipated Leasing Expenses calculated at a rate of $1.25 per square foot with respect to Leasing Expenses (and expenses actually incurred by Lender such funds shall be disbursed to Borrower in accordance with Section 7.4 to be used solely for Leasing Expenses), and $0.25 per square foot with respect to Replacements (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged such funds shall be disbursed to review Borrower in accordance with Section 7.4 to be used solely for Replacements) during the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7Extension Period for which an Extension Option is being exercised;
(vi) Mortgage Borrower shall have paid to Lender an duly exercised the correlating extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that option for the Mortgage Loan (and satisfied all the conditions set forth in the Mortgage Loan Agreement in order to exercise such right) pursuant to the Mortgage Loan Documents so that both the Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Mortgage Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended same scheduled Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan All references in this Agreement and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then other Loan Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Piedmont Office Realty Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have The Maturity Date may be extended for 364 day periods at the option to extend the term request of the Loan beyond Parent and with the Initial written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than sixty days prior to the then effective Maturity Date for one occurs, but not later than March 15 of each year, until the First Extended Maturity Date, upon satisfaction Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the following terms Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and conditions:
each Borrower stating that the representations and warranties contained in Article 4 (OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no Default or Event longer true and correct as a result of Default shall have occurred and be continuing on the Initial Maturity Date;
a change which is not a violation of this Agreement, (ii) Borrower as otherwise disclosed by the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be true and correct on and as of the date of such Certificate. Each Lender shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid Administrative Agent within thirty days (but not earlier sooner than six (6) months, and no later than one (1) month, 45 days prior to the Initial Maturity Date;
) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date be extended for 364 days from the then current Maturity Date. If Lenders holding at least 66 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as utilize a combination of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then procedures described in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either clauses (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) of this Section. If such removal is accomplished by assignment to an amendment Eligible Assignee which has consented to the Interest Rate Cap Agreementrequested extension, which in then the case of either (i) or (ii) request for extension shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection be granted with the foregoingeffect as set forth above. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension If such removal is accomplished by a voluntary reduction of the Loan as described in this Section 2.7;
(vi) Borrower Commitment, then the Administrative Agent shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) notify all of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined Lenders in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personwriting thereof.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) October 9, 2021 if the First first Extension Option is exercised, (ii) October 9, 2022 if the second Extension Option is exercised, and (iii) October 9, 2023 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to revoke such notice at any time up to thirty (30) days before the applicable Maturity Date provided that Borrower pays to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender (in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Lender prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all actual out-of-pocket costs and expenses actually incurred by Lender in connection with Borrower exercising the applicable Extension Option;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesthird Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(f) in connection with the third Extension Option, Lender shall have determined that the lien free completion of the LoanPermitted Alterations in accordance with Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(g) [intentionally omitted]; and
(viih) Mortgage Loan and Borrower shall have delivered to Lender evidence that each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that of the Mortgage Loan and the Other Mezzanine Loans that are A Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.81% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.81% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) The Borrower shall have may request that the option to extend the term of the Loan beyond the Initial then current Maturity Date be extended for a one year, until year period by delivering to the First Extended Maturity Date, upon satisfaction of Agent a written notice to that effect between the following terms 120th and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, 90th day prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined first and second anniversary date of this Agreement. If all the Lenders agree, in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior their discretion, to the Specified Payment extension request within 60 days from the receipt of such notice, the Agent will notify the Borrower of same and the then current Maturity Date will be extended accordingly. Subject to Section 2.11 (as defined in the Note Sales Agreementb); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then unless all Lenders agree to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extendedextension request within said 60-day period, the Maturity Date of the Loan shall will not be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personextended.
(b) Borrower shall have If a group of Lenders whose Commitments amount in the option aggregate to extend the term more than 66⅔% (but less than 100%) of the Loan beyond Facility have agreed to an extension of the First Extended Maturity Date within the 60-day period specified in Section2.11(a), the Agent will notify the Borrower of same together with specifying the names of the Lenders who have not provided their consent (the "declining Lenders"). After receipt of such notice and for one yeara period of 30 days, until the Second Extended Maturity Date, upon satisfaction Borrower will be entitled to exercise any of the following terms and conditions:options (or a combination of them):
(i) the Borrower may require that each such declining Lender assign its rights under the Facility to another Person who has agreed to assume the Commitment of such declining Lender and to consent to the extension, provided that no Default or Event such assignment and assumption will be effective unless Section 2014 is complied with and the consideration payable to such declining Lender for the assignment includes all amounts owed to such declining Lender in respect of Default shall have occurred the Facility (plus breakage costs, if any) and be continuing on is paid to the First Extended Maturity Date;latter by the assignee; and
(ii) the Borrower shall notify may cancel in its entirety the Commitment of each declining Lender of its irrevocable election provided that no such cancellation will be effective unless all amounts owed to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to such declining Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as in respect of the First Extended Maturity Date Facilities (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counselincluding breakage costs, if any) are paid to it.
(c) If the Commitments of all declining Lenders have been assumed or cancelled in accordance with Section 2.11 (b) within the period of time therein specified, engaged to review the Interest Rate Cap Agreement) in connection with Agent will notify the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Lenders of same and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount Maturity Date will be extended for a period of one half of one percent (0.5%) year from the date of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extendedcurrent Maturity Date. Notwithstanding the foregoingHowever, if the Loan shall Commitments of all declining Lenders have not been assumed or cancelled in accordance with Section 2.11 (b) within such period of time, the then current Maturity Date will not be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan extended and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, Agent will notify the Maturity Date Borrower and the Lenders of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personsame.
Appears in 1 contract
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the Maturity Date, the Borrower may, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than two such extensions may be requested pursuant to this Section 2.20. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension pursuant to this Section 2.20 shall be effected pursuant to an Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.20.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have The Maturity Date may be extended for 364 day periods at the option to extend the term request of the Loan beyond Parent and with the Initial written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than January 15 of each year, nor later than March 15 of each year, the Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the Maturity Date for one yeartogether with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, until (ii) as otherwise disclosed by the First Extended Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be true and correct on and as of the date of such Certificate. Each Lender shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date, upon satisfaction be extended for 364 days from the then current Maturity Date. If Lenders holding at least 66 2/3% of the following terms Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and conditions:
the Borrowers may (i) no Default or Event of Default shall have occurred and cause such Non-Consenting Lender to be continuing on the Initial Maturity Date;
removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) Borrower shall notify voluntarily terminate the Pro Rata Share of Non-Consenting Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) monthsin accordance with Section 11.14(b), and no later than one (1) month, prior to the Initial Maturity Date;
or (iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as utilize a combination of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then procedures described in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either clauses (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) of this Section. If such removal is accomplished by assignment to an amendment Eligible Assignee which has consented to the Interest Rate Cap Agreementrequested extension, which in then the case of either (i) or (ii) request for extension shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection be granted with the foregoingeffect as set forth above. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension If such removal is accomplished by a voluntary reduction of the Loan as described in this Section 2.7;
(vi) Borrower Commitment, then the Administrative Agent shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) notify all of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined Lenders in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personwriting thereof.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) October 9, 2021 if the First first Extension Option is exercised, (ii) October 9, 2022 if the second Extension Option is exercised, and (iii) October 9, 2023 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender Administrative Agent of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to Lender an Officer’s Certificate reaffirming and restating for revoke such notice at any time up to thirty (30) days before the benefit of each Lender each of Borrower’s representations and warranties as of the Initial applicable Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled provided that Borrower pays to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for Administrative Agent all actual out-of-pocket costs and expenses actually incurred by Lender (Administrative Agent and Lenders in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Administrative Agent prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for Administrative Agent all actual out-of-pocket costs and expenses actually incurred by Lender Administrative Agent on behalf of itself and Lenders and all actual out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review ) incurred by Lenders in connection with Borrower exercising the Interest Rate Cap Agreementapplicable Extension Option;
(e) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesthird Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender Administrative Agent for the benefit of Lenders on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(f) in connection with the third Extension Option, Administrative Agent shall have determined that the lien free completion of the LoanPermitted Alterations in accordance with Section 4.21 hereof, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(g) [Intentionally Omitted]; and
(viih) Mortgage Loan and Borrower shall have delivered to Administrative Agent evidence that each Other of the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage A Loan and the Other Mezzanine Loans that are B Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for one year(1) term (the “Extension Option”) of six (6) months (the “Extension Period”) to November 9, until 2022, if the First Extension Option is exercised (the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lender):
(ia) no Default or Event of Default shall have occurred and be continuing at the time the Extension Option is exercised and on the Initial Maturity Datedate that the Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) Business Days before the Maturity Date provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as exercise of the Initial Maturity Date or (ii) an amendment such Extension Option, pursuant to the applicable terms and conditions of Section 2.8 hereof, a Replacement Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) the Extension Period and shall have a scheduled termination maturity date no not earlier than the First Extended Maturity Datelast day of the Extension Period;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vid) Borrower shall have paid to Lender an extension fee the Extension Fee on the date the Extension Period is commenced;
(e) the Reserve Accounts shall contain the amounts required under this Agreement as of the date of commencement of the Extension Period, including, without limitation, depositing amounts in the amount (i) Tax Account sufficient to pay Taxes through the Extended Maturity Date, (ii) Insurance Account sufficient to pay all Insurance Premiums through the Extended Maturity Date, (iii) FF&E Reserve Account sufficient to pay the cost of one half all FF&E expenditures through the Extended Maturity Date, and (iv) Operating Expense Account sufficient to pay Operating Expenses due through the Extended Maturity Date, and Borrower shall deposit such additional reserve funds with Lender as Lender may require;
(f) each Guarantor shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of one percent (0.5%) such Guarantor’s obligations under each of the then Loan Documents executed and delivered by such Guarantor;
(g) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article 3 hereof remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable representations and warranties) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender;
(h) if required by Lender, Lender shall have received, at Borrower’s expense, a title continuation from the title company that provided the Title Insurance Policy evidencing that there are no liens against the Property other than Permitted Encumbrances;
(i) intentionally omitted; and
(j) in connection with the Extension Option, the Debt Yield shall not be less than 11.25% at the time the Extension Option is exercised and on the date that such Extension Period is commenced; provided, however, that if the foregoing condition is not satisfied, Borrower may prepay a portion of the outstanding principal balance of the Loan;
(vii) each Loan as may be necessary so that such condition is satisfied, provided that any such prepayment shall be subject to Borrower’s obligation to pay the proportionate share of the Specified Mezzanine Notes (as defined Exit Fee applicable thereto pursuant to Section 2.10 hereof. All references in this Agreement and in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior other Loan Documents to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the First applicable Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender event an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonExtension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Senior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.81% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.81% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender [intentionally omitted];
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.78% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 10.78% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the Maturity Date, the Borrower may, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than two such extensions may be requested pursuant to this Section 2.19. If the conditions in this Section 2.19 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension pursuant to this Section 2.19 shall be effected pursuant to an Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.19.
Appears in 1 contract
Samples: Revolving Credit Agreement (Uber Technologies, Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the First Payment Date occurring in August, 2010 if the first Extension Option is exercised, (y) the Payment Date occurring in August, 2011 if the second Extension Option is exercised and (z) the Payment Date occurring in August, 2012 if the last Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial Maturity Date; provided, however, that Borrower shall be permitted to revoke such notice at any time up to five (5) days before the Maturity Date provided that Borrower pays to Lender all actual out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the having a LIBOR strike price not greater than 6.25%, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First then current Extended Maturity Date;
(iv) Borrower shall have paid to Lender the Extension Fee on or prior to the commencement of each Extension Period; and
(v) Borrower shall have paid or reimbursed to Lender funds for all out-of-pocket costs deposit into the Rollover/Replacement Reserve Account to the extent necessary based on the then anticipated Leasing Expenses calculated at a rate of $1.25 per square foot with respect to Leasing Expenses (and expenses actually incurred by Lender such funds will be disbursed to Borrower in accordance with Section 7.4 to be used solely for Leasing Expenses), and $0.25 per square foot with respect to Replacements (includingand such funds shall be disbursed to Borrower in accordance with Section 7.4 to be used solely for Replacements), without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review during the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;Extension Period for which an Extension Option is being exercised; and
(vi) Borrower shall have paid to Lender funds for deposit into the Debt Service Shortfall Reserve Account in an extension fee amount equal to the projected shortfall in the amount Aggregate Debt Service payments during the Extension Period for which an Extension Option is being exercised, as determined by Lender in its reasonable discretion and using a per annum interest rate (A) for the Loan, equal to the sum of one half (1) the actual LIBOR strike price set forth in the Replacement Interest Rate Cap Agreement required under subsection (iii) above; provided, however, that such LIBOR strike price shall in no event be greater than 6.25%, plus (2) the Eurodollar Spread, (B) for Mezzanine Loan A, equal to the sum of one percent (0.5%1) the actual LIBOR strike price set forth in the Replacement Interest Rate Cap Agreement required under Section 2.2.1(c)(iii) of the then outstanding principal balance of Mezzanine A Loan Agreement, plus (2) the Loan;
(vii) each of the Specified Mezzanine Notes Eurodollar Spread (as defined in the Note Sales Mezzanine A Loan Agreement), (C) have been purchased in accordance with the Note Sales Agreement on or prior for Mezzanine Loan B, equal to the Specified Payment Date sum of the actual LIBOR strike price set forth in the Replacement Interest Rate Cap Agreement required under Section 2.2.1(c)(iii) of the Mezzanine B Loan Agreement, plus (2) the Eurodollar Spread (as defined in the Note Sales Mezzanine B Loan Agreement); and
, and (viiiD) Mortgage Loan and each Other for Mezzanine Loan shall be contemporaneously extended. Notwithstanding C, equal to the foregoingsum of the actual LIBOR strike price set forth in the Replacement Interest Rate Cap Agreement required under Section 2.2.1(c)(iii) of the Mezzanine B Loan Agreement, if plus (2) the Loan shall be a DPO Mezzanine Loan Eurodollar Spread (under and as defined in the Note Sales Mezzanine C Loan Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person).
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Loan Agreement (Piedmont Office Realty Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) is no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement;
(viii) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(ix) the Mezzanine A Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine A Loan Agreement;
(x) the Mezzanine B Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine B Loan Agreement;
(xi) the Mezzanine D Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine D Loan Agreement; and
(viiixii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then E Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine E Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one yearyear to the First Extended Maturity Date (the period of such first extension, until the “First Extension Term”) and, (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”; together with the First Extension Term, collectively, the “Extension Terms”). Each Extension Option may be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date or First Extended Maturity Date, upon satisfaction as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date or First Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of the Initial Maturity Date or First Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) monthsno Margin Deficit is outstanding, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for Seller is in compliance with the benefit of each Lender each of Borrower’s representations and warranties Debt Yield Test, (iv) all Purchased Assets qualify as of the Initial Maturity Date Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller has repurchased such representation or warranty speaks Purchased Asset no later than the earlier of a particular date, as of such date);
(ivx) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended then-current Maturity Date, Borrower or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall obtain not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), and deliver (v) Seller has paid to Lender not later than two (2) Business Days prior Buyer the applicable Extension Fee; provided that, with respect to the Initial Maturity Date either Extension Condition set forth in clause (i), if a Default (but no Event of Default) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date has occurred and is continuing as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap AgreementFirst Extended Maturity Date, which in as the case of either (i) may be, then the Initial Maturity Date or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
, as applicable, shall be extended on an interim basis until the earlier of (vx) Borrower the date such Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall have paid be immediately effective and the then current Maturity Date shall be extended for the applicable Extension Term) or reimbursed Lender (y) the date that the applicable cure period for all out-of-pocket costs such Default expires and expenses actually incurred by Lender such Default has not been cured to Buyer’s satisfaction (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it which case such Extension Option shall not charge any fee (other than costs be effective and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Persondeemed to immediately occur).
(b) Borrower Seller shall have the option to extend the term of the Loan beyond the First Extended CMBS Maturity Date for an additional period of one year, until the Second Extended Maturity Date, upon satisfaction year by delivery to Buyer from Seller of written notice requesting an extension of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended CMBS Maturity Date as aforesaid not no earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the First Extended CMBS Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each , accompanied by a certification by a Responsible Officer of Borrower’s representations and warranties as Seller that all of the First Extended Maturity Date (Extension Conditions are satisfied or, if any of the Extension Conditions are not satisfied as of the date of such representation or warranty speaks written notice, an explanation of a particular datehow Seller proposes to comply with each such Extension Condition as of the CMBS Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended CMBS Maturity Date, Borrower shall obtain and deliver to Lender not later each of the Extension Conditions, other than two (2) Business Days prior payment of the Extension Fee, are satisfied, as determined by Buyer; provided that, with respect to the First Extended Maturity Date either Extension Condition set forth in clause (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date of such definition, if a Default (but no Event of Default) has occurred and is continuing as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First CMBS Maturity Date, then the CMBS Maturity Date shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been granted) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been denied and the CMBS Maturity Date shall be deemed to immediately occur).
(c) Notwithstanding any provision to the extent that contrary set forth elsewhere in this Agreement, except for Future Funding Transactions which may be entered into by Buyer and Seller in connection with Trailing Future Funding Obligations in accordance with Section 3.10(d) hereof, no additional Transactions shall be entered into after the Mortgage Loan expiration of the Funding Period.
(d) The terms and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, provisions governing further extensions of the Maturity Date of under Section 3.07(d) are set forth in the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action Fee and Pricing Letter, and are hereby incorporated by any Personreference.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one year, until year to the First Extended Maturity Date (the period of such first extension, the “First Extension Term”), (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”), and (z) if the First Extended Maturity Date has been so extended, to extend the Second Extended Maturity Date for an additional consecutive period of one year to the Third Extended Maturity Date (the period of such third extension, the “Third Extension Term”; together with the First Extension Term and the Second Extension Term, collectively, the “Extension Terms”). Each Extension Option, if Seller elects to request same, shall be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date, upon satisfaction First Extended Maturity Date or Second Extended Maturity Date, as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant each Extension Option subject to the requirement that, as of the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend no Margin Deficit is outstanding, (iii) Seller is in compliance with the Initial Maturity Date Debt Yield Test, (iv) all Purchased Assets qualify as aforesaid Eligible Assets (or, if any Purchased Asset is not earlier than six (6) monthsan Eligible Asset, and Seller has repurchased such Purchased Asset no later than one the earlier of (1x) month, prior to the Initial then‑current Maturity Date;
, or (iiiy) Borrower three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), (v) if requested by Buyer, Seller shall have delivered to Lender an Officer’s Certificate reaffirming Buyer a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and restating for (vi) Seller has paid to Buyer the benefit applicable Extension Fee; provided that, with respect to the Extension Condition set forth in clause (i), if a Default (but no Event of each Lender each of Borrower’s representations Default) has occurred and warranties is continuing as of the Initial Maturity Date (orDate, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date or Second Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (includingmay be, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date or Second Maturity Date, as applicable, shall be extended on an interim basis until the earlier of (x) the date such Initial Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall be immediately effective and the then current Maturity Date without shall be extended for the taking applicable Extension Term) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such Extension Option shall not be effective and the Maturity Date shall be deemed to immediately occur). For the avoidance of any action by any Persondoubt, the exercise of the Second Extension Term shall not effect, or be deemed to effect, an extension of the Funding Period solely as a result of such exercise of the Second Extension Option and the Funding Period shall only be extended for such Second Extension Term if and to the extent Buyer agrees to such extension of the Funding Period in its sole discretion.
(b) Borrower Seller shall have the option to extend the term of the Loan beyond the First Extended CMBS Purchased Asset Maturity Date for an additional period of one year, until the Second Extended Maturity Date, upon satisfaction year by delivery to Buyer from Seller of written notice requesting an extension of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended CMBS Purchased Asset Maturity Date as aforesaid not no earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the First Extended CMBS Purchased Asset Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each , accompanied by a certification by a Responsible Officer of Borrower’s representations and warranties as Seller that all of the First Extended Maturity Date (Extension Conditions are satisfied or, if any of the Extension Conditions are not satisfied as of the date of such representation or warranty speaks written notice, an explanation of a particular datehow Seller proposes to comply with each such Extension Condition as of the CMBS Purchased Asset Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended CMBS Purchased Asset Maturity Date, Borrower shall obtain and deliver to Lender not later each of the Extension Conditions, other than two (2) Business Days prior payment of the Extension Fee, are satisfied, as determined by Buyer; provided that, with respect to the First Extended Maturity Date either Extension Condition set forth in clause (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date of such definition, if a Default (but no Event of Default) has occurred and is continuing as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First CMBS Purchased Asset Maturity Date, then the CMBS Purchased Asset Maturity Date shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been granted) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been denied and the CMBS Purchased Asset Maturity Date shall be deemed to immediately occur).
(c) Notwithstanding any provision to the extent contrary set forth elsewhere in this Agreement, except for Future Funding Transactions that may be entered into by Buyer and Seller in connection with Trailing Future Funding Obligations in accordance with Section 3.10(d) hereof, no additional Transactions shall be entered into after the Mortgage Loan expiration of the Funding Period.
(d) The terms and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, provisions governing further extensions of the Maturity Date of under Section 3.07(d) are set forth in the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action Fee and Pricing Letter, and are hereby incorporated by any Personreference.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. The Borrower may on one or more occasions, upon written notice (aan “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for one or more years, together with one or more specified Permitted Amendments. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such Extension Notice for all Extending Lenders and any such Permitted Amendments shall become effective only with respect to the Loans and Revolving Commitments of such Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment and implement any specified Permitted Amendments (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than the date specified by the Administrative Agent with the reasonable consent of the Borrower (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment and to any related Permitted Amendments (confirming the date of extension and the new Maturity Date and any related Permitted Amendments (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date, together with any related Permitted Amendments (a “Declining Lender”), shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than a date specified by the Administrative Agent with the Borrower’s reasonable consent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension and any related amendments, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and any amendments and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension and any related amendments pursuant to this Section 2.20 shall be effected pursuant to an Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.20.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one yearthree (3) successive terms (each, until an “Extension Option”) of twelve (12) months each (each, an “Extension Term”) to (x) July 16, 2011 (the “First Extension Option”), (y) July 16, 2012 (the “Second Extension Option”) and (z) July 16, 2013 (the “Third Extension Option”) (each such date, an “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default for which Lender has given Borrower written notice or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Term is commenced;
(ii) Borrower shall notify Lender in writing of its irrevocable revocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one thirty (130) month, days prior to the Initial then applicable Maturity Date; provided, however, that in the event of any revocation of its election to extend the Maturity Date, Borrower shall (A) notify Lender in writing of such revocation no later than five (5) Business Days prior to the then Maturity Date, and (B) promptly pay to Lender all reasonable out-of-pocket expenses incurred by Lender in connection with such revocation;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) commencement of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment Agreements, each acceptable to the Lender, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have (A) a scheduled termination maturity date no not earlier than the First Extended Maturity DateDate for such Extension Term, and (B) a strike rate equal to the greater of the Strike Rate or a rate that would provide a Debt Service Coverage Ratio of 1.05:1 for the period ending on the last calendar day of the month immediately preceding the date of Borrower’s written notice to extend;
(iv) in connection with the First Extension Option, the Debt Service Coverage Ratio for the period ending on the last calendar day of the month immediately preceding the date of Borrower’s written notice to extend shall be no less than 1.25:1;
(v) Borrower in connection with each of the Second and Third Extension Options, the Debt Service Coverage Ratio as of the date of Borrower’s written notice to extend shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender be no less than 1.40:1;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expensesSecond Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until exercised the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the LoanExtension Option; and
(vii) Mortgage Loan and each Other Mezzanine Loan in connection with the Third Extension Option, Borrower shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until have exercised the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonExtension Option.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (y) the Payment Date occurring in June, 2011 (the “First Extension Option”) and (z) the Payment Date occurring in June, 2012 (the “Second Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i1) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii2) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii3) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days on or prior to the Initial Maturity Date either (i) commencement of each such Extension Period, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement4) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenseseach Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b)(2) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate reaffirming and restating in form reasonably acceptable to each the Lender certifying that each of Borrower’s the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as date of such date)Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct as a result of the passage of time;
(iv5) if the Interest Rate Cap Agreement then in effect In Place Debt Service Coverage Ratio is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Dateat least 1.00:1.00;
(v6) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review deposit into the Interest Rate Cap Agreement) in connection Reserve Subaccount an amount reasonably estimated by Lender, consistent with its then current underwriting standards, sufficient to make all Debt Service and Mortgage Debt Service payments as they become due and payable during the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanapplicable Extension Period; and
(vii7) the Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonAgreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Extension of the Maturity Date. (a) Borrower For all Purchased Assets other than CMBS Purchased Assets, Seller shall have the option two (2) options to extend the term of the Loan beyond the Initial Maturity Date (each, a “Non-CMBS Extension Option”), each for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than an additional one (1) monthyear period (each, prior to a “Non-CMBS Extension Term”) ending on the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as one year anniversary of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular datethe first extended Maturity Date, as of such date);
the case may be (iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First each, a “Non-CMBS Extended Maturity Date”), Borrower shall obtain and deliver exercisable in each case by delivery to Lender not Buyer of a written notice requesting any such Non-CMBS Extension Option no earlier than sixty (60) days or later than two thirty (230) Business Days days prior to the Initial Maturity Date either or first Non-CMBS Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant the Non-CMBS Extension Option so long as the following conditions are satisfied: (i) one no Event of Default exists on the date of delivery of notice by Seller exercising such Non-CMBS Extension Option or more Replacement Interest Rate Cap Agreements on the then current Maturity Date, (ii) no Margin Deficit is outstanding, (iii) Seller is in compliance with the Debt Yield Test, (iv) all Purchased Assets qualify as Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller repurchases such Purchased Asset within the earlier of (x) the then-current Maturity Date, or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the conditions for an Acceptable Counterparty with an effective date as extension of the Term), and (v) the payment by Seller to Buyer of the Extension Fee on or before the current Maturity Date.
(b) Notwithstanding the preceding paragraph, if a Default has occurred and is continuing on or prior to the then current Maturity Date, then the Initial Maturity Date or the first Extended Non-CMBS Maturity Date, as applicable, shall be extended on an interim basis to the earlier of the date such Default is cured by or at the direction of Seller (whereupon the exercise of the applicable Non-CMBS Extension Option shall immediately be effective and the then current Maturity Date applicable to Purchased Assets other than CMBS Purchased Assets shall be extended for the applicable Non-CMBS Extension Term) or, if such Default remains uncured, the date that the applicable cure period in respect of such Default expires.
(c) For all CMBS Purchased Assets, Seller shall have one (1) option to extend the CMBS Purchased Asset Maturity Date (the “CMBS Purchased Asset Extension Option”) until November 2, 2013, exercisable by delivery to Buyer of a written notice requesting the CMBS Purchased Asset Extension Option no earlier than sixty (60) days or later than thirty (30) days prior to the CMBS Purchased Asset Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the CMBS Purchased Asset Extension Option so long as the following conditions are satisfied: (i) no Event of Default exists on the date of delivery of notice by Seller exercising the CMBS Purchased Asset Extension Option or on the initial CMBS Purchased Asset Maturity Date, (ii) no Margin Deficit is outstanding, (iii) Seller is in compliance with the Debt Yield Test, and (iv) all Purchased Assets qualify as Eligible Assets (or, if any Purchased Asset is not an amendment to Eligible Asset, Seller repurchases such Purchased Asset within earlier of (x) the Interest Rate Cap Agreementoriginal CMBS Purchased Asset Maturity Date, which in the case of either (i) or (iiy) shall have a scheduled termination date no earlier than within three (3) business days after the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (includingdelivery of notice thereof from Buyer, without limitation, reasonable fees and disbursements provided that the failure of outside counsel, if any, engaged Buyer to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it deliver such written notice shall not charge any fee (other than costs and expenses, be construed as provided in a waiver of Buyer’s right to require Seller to satisfy all of the preceding sentence and the extension fee described in clause (vi) below) in connection with any conditions for an extension of the Loan as described in this Section 2.7;Term).
(vid) Borrower shall have paid to Lender an extension fee in Notwithstanding the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement preceding paragraph, if a Default has occurred and is continuing on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial initial CMBS Purchased Asset Maturity Date, then the initial CMBS Purchased Asset Maturity Date shall be extended on an interim basis to the extent that earlier of the Mortgage Loan date such Default is cured by or at the direction of Seller (whereupon the exercise of the CMBS Purchased Asset Extension Option shall immediately be effective and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the initial CMBS Purchased Asset Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(bNovember 2, 2013) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular dateDefault remains uncured, as the date that the applicable cure period in respect of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonDefault expires.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Term”) of one year(1) year each (each, until an “Extension Term”) to (x) the First Payment Date occurring one year following the initial Maturity Date, (y) the Payment Date occurring one year following the expiration of the first Extension Term and (z) the Payment Date occurring one year following the expiration of the second Extension Term (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Term, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Term is exercised and on the Initial Maturity Datedate that the applicable Extension Term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity DateDate (the “Extension Notice”);
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) commencement of such Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Term and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementiv) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension exercise of the Loan as described in this Section 2.7;
(vi) second and third Extension Term, Borrower shall have paid to Lender an the Extension Fee on or before the commencement of such extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;term; and
(viiv) each of the Specified Mezzanine Notes (as defined in Extension Term corresponding to the Note Sales Agreement) applicable Extension Term shall have been purchased exercised in accordance with the Note Sales Agreement on or prior to terms of the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding Agreement, unless the foregoing, if the Loan shall be a DPO Mezzanine Loan (under has been paid in full in accordance with the terms and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date conditions of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) November 1, 2011 and (y) November 1, 2012 (each such date, the First “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one thirty (130) month, days prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or; provided, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Datehowever, Borrower shall obtain be permitted to rescind and deliver to revoke its notice of extension given in accordance with the terms hereof, provided that (i) written notice of such rescission and revocation is received by Lender not later no sooner than two three (23) Business Days prior to the Initial applicable Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or and (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all pays Lender’s reasonable out-of-pocket costs and expenses actually incurred by as a result of Lender’s receipt of such notice of extension;
(iii) Borrower shall obtain and deliver to Lender (includingon or prior to the commencement of the applicable Extension Period, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the one or more Replacement Interest Rate Cap AgreementHedging Agreements, which Replacement Interest Rate Hedging Agreements shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the next succeeding Extended Maturity Date and shall have a Strike Rate equal to the then applicable Strike Rate;
(iv) Borrower shall have paid to Lender on or prior to the commencement of each Extension Period, the Extension Fee;
(v) all conditions to the Mezzanine A Loan Extension corresponding to the applicable Extension Period shall have been satisfied in connection accordance with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension terms of the Mezzanine A Loan as described in this Section 2.7;Documents; and
(vi) Borrower shall have paid delivered a certificate of Bank Loan Borrower satisfying the requirements of Section 7.4 hereof (and relating to Debt Service Shortfalls as projected by Lender an extension fee in through the amount of one half of one percent (0.5%) end of the then outstanding principal balance applicable Extension Period) or shall have deposited with Lender, cash or delivered to Lender, a Letter of Credit, satisfying the requirements of Section 7.4 hereof (and in an amount sufficient to cover Debt Service Shortfalls as projected by Lender through the end of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreementapplicable Extension Period); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (x) the Payment Date occurring in August, 2010, (the “First Extension Option”) (y) the Payment Date occurring in August, 2011 (the “Second Extension Option”) and (z) the Payment Date occurring in August, 2012 (the “Third Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii) in connection with the exercise of each Extension Option, Borrower shall have delivered paid to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as Extension Fee prior to the commencement of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date)applicable Extension Period;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled Mortgage Borrower shall have obtained and delivered to mature Mortgage Lender prior to the First Extended Maturity Datecommencement of the applicable Extension Period, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date (as of defined in the Initial Maturity Date or (ii) an amendment to the Mortgage Loan Agreement), which Replacement Interest Rate Cap Agreement, which Agreements (as defined in the case Mortgage Loan Agreement) shall be effective commencing on the first day of either (i) or (ii) such Extension Period and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) in connection with each Extension Option, Borrower shall have paid or reimbursed delivered to Lender for together with its notice pursuant to subsection (b)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all out-of-pocket costs material respects as of the date of such Officer’s Certificate except to the extent such representations and expenses actually incurred warranties are matters which by Lender their nature can no longer be true and correct as a result of the passage of time;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence Second Extension Option and the extension fee described in clause (vi) below) in connection with any extension Third Extension Option, the Debt Service Coverage Ratio ending on the last day of the Loan as described Monthly Reporting Period preceding the month in this Section 2.7;
(vi) Borrower shall have paid which the applicable extension period is to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loancommence is equal to or greater than 1.05 to 1.0;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance connection with the Note Sales Agreement on or prior Third Extension Option, Borrower shall have delivered evidence acceptable to Lender that either (i) the Specified Payment Trigger Date (as defined in the Note Sales Devens Repurchase Agreement)) is no earlier than September 29, 2012 or (ii) that the Devens Repurchase Agreement has been terminated and released of record by the MDFA pursuant to Section 4(n) of the Devens Repurchase Agreement;
(viii) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(ix) the Mezzanine A Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine A Loan Agreement;
(x) the Mezzanine C Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine C Loan Agreement;
(xi) the Mezzanine D Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine D Loan Agreement; and
(viiixii) Mortgage Loan and each Other the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then E Extension Option corresponding to the extent that applicable Extension Period shall have been exercised in accordance with the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date terms of the Mezzanine E Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any PersonAgreement.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one year(1) year each (each, until an “Extension Option”) to (v) the First Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “Extended Maturity Date” and each such one-year period an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six three (63) months, and no later than one (1) month, prior to the Initial then applicable Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more commencement of such Extension Term, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in the case of either (i) or (ii) which such Extension Term commences and shall have a scheduled termination date no earlier than term extending through and including the First Extended end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;
(iv) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement;
(v) Borrower the Junior Mezzanine Loan shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender been extended in accordance with the terms of the Junior Mezzanine Loan Agreement;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreementvi) in connection with the foregoing. Lender acknowledges exercise of each of the fourth and agrees that it shall not charge any fee (other than costs and expensesfifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower applicable, shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loanbe increased by 0.125% for each such Extension Option;
(vii) each in connection with (A) the exercise of the Specified Mezzanine Notes fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 9.81% and (B) the exercise of the fifth Extension Option, the Debt Yield as defined of the end of the fourth Extension Term shall be at least 9.81% in each case, provided that Borrower may prepay the Note Sales Agreement) have been purchased Loan in accordance with the Note Sales terms of this Agreement on or prior to for the Specified Payment Date (as defined in purposes of satisfying the Note Sales AgreementDebt Yield required under this subclause 2.5(c)(vii); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-of Lender’s reasonable out of pocket costs and expenses actually incurred by Lender (expenses, including, without limitation, reasonable attorneys’ fees and disbursements of outside counseldisbursements, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it Borrower’s exercise of each applicable Extension Option; provided, however, Borrower shall not charge be required to pay any consent, processing, administrative or similar fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with Borrower’s exercise of any extension of the Loan as described Extension Option. All references in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee Agreement and in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage other Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then Documents to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second applicable Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term Initial Maturity Date of the Loan beyond for one (1) term (such option, the Initial “Extension Option” and such successive term, the “Extension Term”) of three (3) months (the Maturity Date for one year, until following the First exercise of each such option is hereinafter the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on at the Initial Maturity Datetime the Extension Option is exercised and at the time that the extension occurs;
(iib) Borrower shall notify provide Lender with written revocable notice of its irrevocable election to extend the Initial Maturity Date as aforesaid not later than fifteen (15) days and not earlier than six one hundred twenty (6120) months, and no later than one (1) month, days prior to the Initial Maturity DateDate (provided that if Borrower shall subsequently revoke such notice, Borrower shall be responsible for Lender’s costs and expenses incurred in connection with same);
(iiic) if the Interest Rate Cap Agreement is scheduled to mature prior to the Extended Maturity Date, Borrower shall (i) obtain and deliver to Lender on or prior to the first day of the Extension Term, a Replacement Interest Rate Cap Agreement from an Acceptable Counterparty which Replacement Interest Rate Cap Agreement shall have a LIBOR strike price equal to the Strike Price, be effective commencing on the first date of such Extension Term and shall have a maturity date not earlier than the end of the last Interest Period of the Extended Maturity Date and (ii) deliver an assignment of interest rate cap agreement with respect to any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the Assignment of Interest Rate Cap Agreement delivered on the Closing Date, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Lender;
(d) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.7 and at Lender’s reasonable request, on the commencement date of the Extension Option, an Officer’s Certificate reaffirming and restating for the benefit of each in form acceptable to Lender certifying that each of Borrower’s the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the Initial Maturity Date (or, if any giving of the notice to the extent such representation or warranty speaks representations and warranties are not matters which by their nature can no longer be true and correct as a result of a particular date, as the passage of such date)time;
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(ve) Borrower shall have paid or reimbursed pay to Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension exercise of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender Extension Option an extension fee in the amount of one half of one percent (0.5%) equal to 0.20% of the then outstanding principal balance amount of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan , which extension fee shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred deemed earned by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personnon-refundable upon receipt.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Extended Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Extended Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term Initial Maturity Date of the Loan beyond for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date for one year, until following the First exercise of each such option is hereinafter the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on at the Initial Maturity Datetime the applicable Extension Option is exercised and at the time that the applicable extension occurs;
(iib) Borrower shall notify provide Lender with written revocable notice of its irrevocable election to extend the Initial Maturity Date as aforesaid not later than thirty (30) days and not earlier than six one hundred twenty (6120) months, and no later than one (1) month, days prior to the Initial Maturity Date;
date the Loan is then scheduled to mature (iii) provided that if Borrower shall have delivered to Lender an Officersubsequently revoke such notice, Borrower shall be responsible for Lender’s Certificate reaffirming costs and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such dateexpenses incurred in connection with same);
(ivc) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to on the Initial Maturity Date either (i) first day of each Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment in form substantially identical to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Agreements delivered to Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension closing of the Loan as described from an Acceptable Counterparty in this Section 2.7;
(vi) Borrower shall have paid a notional amount equal to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan, which Interest Rate Cap Agreement shall have a LIBOR strike price equal to the Strike Price and be effective commencing on the first date of such Extension Option and shall have a maturity date not earlier than the applicable Extended Maturity Date after giving effect to the option then being exercised;
(viid) each Borrower shall pay to Lender in connection with the exercise of the Specified Mezzanine Notes third Extension Option, an extension fee equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal amount of the Loan as defined in of the Note Sales Agreement) have been purchased in accordance with first day of the Note Sales Agreement second Extension Term (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the Specified Payment Date (as defined in first day of the Note Sales Agreement)Extension Term; and
(viiie) Mortgage Loan and Lender shall have received evidence that each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be has been extended through a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid date not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First applicable Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which paid in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Personfull.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have The Maturity Date may be extended for 364 day periods at the option to extend the term request of the Loan beyond Parent and with the Initial written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than January 15 of each year, nor later than March 15 of each year, the Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the Maturity Date for one year, until together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the First Extended Maturity Date, upon satisfaction of the following terms representations and conditions:
warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no Default or Event longer true and correct as a result of Default shall have occurred and be continuing on the Initial Maturity Date;
a change which is not a violation of this Agreement, (ii) Borrower shall notify Lender of its irrevocable election to extend as otherwise disclosed by the Initial Maturity Date as aforesaid not earlier than six (6) months, Parent and no later than one (1) month, prior to the Initial Maturity Date;
Borrowers and approved in writing by the Requisite Lenders and (iii) Borrower Sections 4.4(a), 4.6 (first sentence), and 4.15) shall have delivered to Lender an Officer’s Certificate reaffirming be true and restating for the benefit of each Lender each of Borrower’s representations correct on and warranties as of the Initial date of such Certificate. Each Lender shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date (orshall, if any such representation or warranty speaks effective on the then-current Maturity Date be extended for 364 days from the then current Maturity Date. If Lenders holding at least 66 2/3% of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior Commitment consent to the First Extended Maturity Daterequest for extension, Borrower shall obtain and deliver to Lender but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not later than two (2) Business Days prior consent to the Initial Maturity Date either request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date cause such Non-Consenting Lender to be removed as of the Initial Maturity Date or a Lender under this Agreement pursuant to Section 11.14(a), (ii) an amendment to voluntarily terminate the Interest Rate Cap AgreementPro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), which or (iii) utilize a combination of the procedures described in the case of either clauses (i) or and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection be granted with the foregoingeffect as set forth above. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension If such removal is accomplished by a voluntary reduction of the Loan as described in this Section 2.7;
(vi) Borrower Commitment, then the Administrative Agent shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) notify all of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined Lenders in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personwriting thereof.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Extension of the Maturity Date. The Borrower may from time to time, upon written notice (athe “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such Extension Notice for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the option right but not the obligation to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms require any Declining Lender to (and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(ivDeclining Lender shall) if the Interest Rate Cap assign in full its rights and obligations under this Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as banks or other financial institutions (which may be, but need not be, one or more of the Initial Maturity Date or (iiExtending Lenders) an amendment to which at the Interest Rate Cap Agreementtime agree to, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular datePerson that is an Extending Lender, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain increase its Revolving Commitment and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) or such assignment is otherwise in compliance with Section 9.04, (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed such Declining Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) receives payment in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension full of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the unpaid principal amount of one half all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of one percent such payment of principal and all other amounts due to such Declining Lender under this Agreement and (0.5%iii) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan any such assignment shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) effective on the First Maturity Date, then to date on or before the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Loan Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, the conditions of Section 4.02(a) and (b) shall be automatically extended until satisfied as of the Second Extended Maturity Date on such First Maturity Date date of the Extension Notice. Any extension pursuant to this Section 2.20 shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the taking consent of any action by any Personother Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.20.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option The Company may, from time to extend the term of the Loan beyond the Initial Maturity Date for one yeartime, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:
request that (i) in the case of the Revolving Facility, the Revolving Commitment Termination Date or (ii) in the case of any Term Advances of any Class, the Maturity Date in respect of such Advances of such Class be extended to such date as the Company shall specify in the applicable Extension Request, in each case by delivering to the applicable Agent a copy of an extension request signed by the Company (an “Extension Request”) in substantially the form of Exhibit D hereto; provided that at the time of such request and as of the date of any such extension of any such Revolving Commitment Termination Date and/or Maturity Date (each, an “Extension” and each group of Commitments or Advances so extended, as well as any Advances of the same Class not so extended, each being a separate “tranche”), (A) the representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and (B) no Potential Event of Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
(ii) Borrower is continuing. The applicable Agent shall promptly notify each Appropriate Lender of its irrevocable election receipt of such Extension Request. On or prior to the fifteenth day (the “Determination Date”) after the date upon which an Extension Request was submitted by the Company, each Appropriate Lender shall notify the applicable Agent and the Company of its willingness or unwillingness to extend the Initial applicable Revolving Commitment Termination Date and/or Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to hereunder from the Initial applicable Revolving Commitment Termination Date and/or Maturity Date;
(iii) Borrower . Any Appropriate Lender that shall have delivered fail to Lender an Officer’s Certificate reaffirming and restating for so notify the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence applicable Agent and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement Company, on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan Determination Date, shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then deemed to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Personhave declined to so extend.
(b) Borrower shall have In the option event that, on or prior to extend the term Determination Date, Appropriate Lenders representing 50% or more of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction aggregate amount of the following terms and conditions:
(i) no Default or Event in the case of Default shall have occurred and be continuing on any Revolving Facility, the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date Commitments or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either any Term Facility, the Advances of all Appropriate Lenders, in each case then in effect in respect of the applicable Class shall consent to such extension, the applicable Agent shall so advise the Appropriate Lenders and the Company and the Revolving Commitment Termination Date and/or Maturity Date of each such consenting Appropriate Lender (each a “Consenting Lender”) shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class as used herein and in any Note executed and delivered by the Company pursuant to Section 2.14 hereof shall at all times refer to such date indicated in the Extension Request, unless it is later extended pursuant to this Section 2.16, and (ii) for each Lender that is not a Consenting Lender (each a “Non-Extending Lender”) the term “Revolving Commitment Termination Date” or “Maturity Date” with respect to the applicable Class shall at all times, subject to the following proviso, refer to the date which was the Revolving Commitment Termination Date or Maturity Date of such Lender in respect of such Facility then in effect prior to the delivery to the applicable Agent of such Extension Request unless it is later extended pursuant to this Section 2.16; provided that, after the Determination Date with respect to any Extension Request and prior to the Revolving Commitment Termination Date or Maturity Date with respect to the applicable Class then applicable to such Non-Extending Lender (or its direct or indirect assignee(s)), a Non-Extending Lender (or any direct or indirect assignee of (i) in the case of any Revolving Facility, Commitments of a Non-Extending Lender or (ii) shall have in the case of any Term Facility, Advances of any Non-Extending Lender) (each a scheduled termination date no earlier than the Second Extended Maturity Date;
(v“New Consenting Lender”) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (includingmay, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension written consent of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid Borrower, elect, by written notice to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then such effect to the extent that applicable Agent, to extend the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Revolving Commitment Termination Date and/or Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.its Commitments
Appears in 1 contract
Samples: Credit Agreement (CSRA Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to the First Monthly Payment Date occuring in (i) February, 2017 if the first Extension Option is exercised, (ii) February, 2018 if the second Extension Option is exercised, and (iii) February, 2019 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:conditions (in each case as determined by Lender):
(ia) no Default or Event of Default shall have occurred and be continuing at the time an Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six sixty (660) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iiic) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more exercise of such Extension Option, a Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in Replacement Interest Rate Cap Agreement shall be effective commencing on the case first day of either (i) or (ii) the related Extension Period and shall have a scheduled termination maturity date no not earlier than the First last day of the Interest Accrual Period related to the then applicable Extended Maturity Date;
(vd) Solely with respect to Borrower’s exercise of the second Extension Option and third Extension Option, Borrower shall have paid or reimbursed to Lender for all out-of-pocket costs and expenses actually incurred by Lender the Extension Fee on the date the related Extension Period is commenced;
(including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreemente) in connection with the foregoing. Lender acknowledges and agrees that it first Extension Option, the Debt Yield shall not charge any fee (other be less than costs 7.25% at the time such Extension Option is exercised and expenseson the date that such Extension Period is commenced, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described second Extension Option, the Debt Yield shall not be less than 7.75% at the time such Extension Option is exercised and on the date that such Extension Period is commenced, and in this Section 2.7connection with the third Extension Option, the Debt Yield shall not be less than 8.00% at the time such Extension Option is exercised and on the date that such Extension Period is commenced;
(vif) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement;
(g) the Mezzanine A Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine A Loan Agreement;
(h) if the TLG Promissory Notes and/or the Convertible Notes are extended so that they are scheduled to become due during the applicable Extension Period, Guarantor shall have provided to Lender an amendment to the Guaranty, in form and substance reasonably acceptable to Lender, to add to the Guaranty the covenants set forth on Schedule XXIII attached hereto; and
(i) Borrower shall have paid to Lender an extension fee in the amount all of one half Lender’s reasonable out of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees associated with Borrower’s exercise of such Extension Option. All references in this Agreement and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the other Loan as described in this Section 2.7;
(vi) Borrower shall have paid Documents to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for three (3) successive terms (the “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (i) April 9, 2020 if the First first Extension Option is exercised, (ii) April 9, 2021 if the second Extension Option is exercised, and (iii) April 9, 2022 if the third Extension Option is exercised (each such date, the “Extended Maturity Date, ”) upon satisfaction of the following terms and conditions:
(ia) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(iib) Borrower shall notify Lender Administrative Agent of its irrevocable election to extend the Initial applicable Maturity Date as aforesaid not earlier than six ninety (690) months, days and no later than one thirty (130) month, days prior to the Initial applicable Maturity Date;
(iii) ; provided, however, that Borrower shall have delivered be permitted to Lender an Officer’s Certificate reaffirming and restating for revoke such notice at any time up to thirty (30) days before the benefit of each Lender each of Borrower’s representations and warranties as of the Initial applicable Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled provided that Borrower pays to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for Administrative Agent all actual out-of-pocket costs and expenses actually incurred by Lender (Administrative Agent and Lenders in connection with such notice, including, without limitation, reasonable fees any Breakage Costs;
(c) Borrower shall obtain and disbursements of outside counseldeliver to Administrative Agent prior to the date that the applicable Extension Period is commenced, if any, engaged to review the a Replacement Interest Rate Cap Agreement) in connection with , which Replacement Interest Rate Cap Agreement shall be effective commencing on the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension first day of the Loan as described related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in this Section 2.7which the related Extended Maturity Date shall occur;
(vid) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for Administrative Agent all actual out-of-pocket costs and expenses actually incurred by Lender Administrative Agent on behalf of itself and Lenders and all actual out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review ) incurred by Lenders in connection with Borrower exercising the Interest Rate Cap Agreementapplicable Extension Option;
(e) in connection with the foregoing. Lender acknowledges and agrees that it second Extension Option, the Debt Yield shall not charge any fee be less than 6.10% on the date which is thirty (other than costs and expenses, as provided in 30) days prior to the preceding sentence and date that the extension fee described in clause second Extension Period is commenced;
(vi) belowf) in connection with any extension of the Loan as described in this Section 2.7third Extension Option, the Debt Yield shall not be less than 6.25% on the date which is thirty (30) days prior to the date that the third Extension Period is commenced;
(vig) in connection with the third Extension Option, the Borrower shall have paid to Lender Administrative Agent for the benefit of Lenders on the date the third Extension Period is commenced an extension fee in the an amount of equal to one half quarter of one percent (0.50.25%) of the then outstanding principal balance Outstanding Principal Balance;
(h) in connection with the third Extension Option, Administrative Agent shall have determined that the lien free completion of the LoanPermitted Alterations in accordance with Section 4.21 hereof, to the extent such construction previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension Period is commenced;
(i) in connection with (A) the second Extension Option, but only in the event the Debt Yield is less than 6.50% as of the date which is thirty (30) days prior to the date that the second Extension Period is commenced, or (B) the third Extension Option (and, for the avoidance of doubt, only if not previously delivered in connection with the second Extension Option), if required by Administrative Agent, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Administrative Agent or (y) provide a payment guaranty from Guarantor (which guaranty shall be substantially in the form of the Unfunded Obligations Guaranty and with a “Remaining Unfunded Obligation” concept modified, mutatis mutandis, to apply to the guaranteed sums) guaranteeing funding of, an amount equal to the sum of all (1) unfunded obligations for tenant improvements and leasing commissions and (2) free rent and operating expense reimbursement credits, but only to the extent that such unfunded obligations, free rent and reimbursement credits (i) relate to Leases which were in effect as of the Closing Date and (ii) occur or would remain outstanding after the third Extended Maturity Date. Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mezzanine A Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Administrative Agent (for the benefit of Lenders). If Borrower elects the foregoing option (x) then any funds posted with Administrative Agent to cover the obligations described in either the foregoing clause (1) or (2) shall be held by Administrative Agent as additional collateral for the Loan until such time as the Debt has been paid in full;
(j) in connection with the third Extension Option, if on the date that third Extension Period is commenced Xxxxx Fargo fails to be in actual, physical possession of substantially all (i.e., 90% or more) of its then current Specified Tenant Space (it being understood that the Specified Tenant Space occupied by Xxxxx Fargo as of the Closing Date may be reduced in connection with the Xxxxx Fargo’s exercise of the contraction option contained in the Xxxxx Fargo’s Specified Tenant Lease) and/or ceases to operate its business in substantially all (i.e., 90% or more) of its then current Specified Tenant Space, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Administrative Agent or (y) provide a payment guaranty from Guarantor guaranteeing payment of an amount equal to the Specified Tenant Trigger Cap (which guaranty shall be in form and substance acceptable to Administrative Agent) (the “Occupancy Guaranty”) (it being understood that such Occupancy Guaranty will (A) terminate if substantially all (i.e., 90% or more) of such space is leased to a replacement tenant in accordance with the terms hereof and (B) reduce, pro rata, based on any of the Xxxxx Fargo space that is actually re-leased in accordance with the terms hereof). Such guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mezzanine A Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Administrative Agent (for the benefit of Lenders). If Borrower elects the foregoing option (x) then any funds posted with Administrative Agent shall be held by Administrative Agent as additional collateral for the Loan until such time as the Debt has been paid in full; provided, however, that upon the occurrence of the events in either the foregoing clauses (A) or (B), so long as no Event of Default then exists, such funds shall be returned to Borrower, either in whole or in part (on pro rata basis as set forth in clause (B) above), as applicable;
(k) (A) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the date that the second Extension Period is commenced, then in connection with the second Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Administrative Agent or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Administrative Agent) (the “GDC Guaranty”) and (B) in the event GDC fails to extend or renew the GDC’s Specified Tenant Lease in accordance with the applicable terms and conditions thereof and hereof prior to the date that the third Extension Period is commenced, in connection with the third Extension Option, Borrower shall either (selection of which option shall be at Borrower’s election) (x) post a cash deposit with Administrative Agent or (y) provide a payment guaranty from Guarantor guaranteeing payment, in either case, in an amount equal to $37.50 per square foot of the GDC’s Specified Tenant Space not re-leased by a replacement tenant or GDC in accordance with the terms hereof (which guaranty shall be in form and substance acceptable to Administrative Agent) (the “Additional GDC Guaranty”) (for the avoidance of doubt, any amounts guaranteed by the Additional GDC Guaranty shall be in addition (but without duplication) to the amounts guaranteed by the GDC Guaranty). Each of the GDC Guaranty and the Additional GDC Guaranty shall, by their terms, reduce by an amount equal to $37.50 times the number of square feet of the GDC’s Specified Tenant Space re-leased in accordance with the terms hereof to a replacement tenant or to GDC subsequent to the date of the GDC Guaranty and the Additional GDC Guaranty, as applicable. Each of the GDC Guaranty and the Additional GDC Guaranty will include appropriate provisions, if applicable, to recognize that if a payment is made with respect to a guaranty of the same obligations delivered to Mezzanine A Lender and/or Mezzanine B Lender, such payment will be given appropriate credit under such guaranty given for the benefit of Administrative Agent (for the benefit of Lenders). If Borrower elects option (x) described above in this subsection (k), any funds posted with Administrative Agent shall be held by Administrative Agent as additional collateral for the Loan until such time as the Debt has been paid in full; provided, however, that if GDC’s Specified Tenant Space is re-leased in accordance with the terms hereof to a replacement tenant or to GDC subsequent to the date that such funds have been posted with Administrative Agent, so long as no Event of Default then exists, such funds shall be returned to Borrower in a manner, as determined by Administrative Agent, similar to the manner in which the GDC and the Additional GDC Guaranty would be reduced had the same been delivered; and
(viil) Mortgage Loan and Borrower shall have delivered to Administrative Agent evidence that each Other of the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage A Loan and the Other Mezzanine Loans that are B Loan has been extended or shall be concurrently extended through a date not DPO Mezzanine Loans are being extended, earlier than the applicable Extended Maturity Date. All references in this Agreement and in the other Loan Documents to the Maturity Date of shall mean the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without in the taking of any action by any Personevent the applicable Extension Option is exercised.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one year(1) year each (each, until an “Extension Period”) to (y) the Payment Date occurring in June, 2011 (the “First Extension Option”) and (z) the Payment Date occurring in June, 2012 (the “Second Extension Option”) (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:
(i1) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Datedate that the applicable Extension Period is commenced;
(ii2) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six one hundred twenty (6120) months, days and no later than one sixty (160) month, days prior to the Initial then applicable Maturity Date;
(iii3) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days on or prior to the Initial Maturity Date either (i) commencement of each such Extension Period, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Agreements, which Replacement Interest Rate Cap Agreement, which in Agreements shall be effective commencing on the case first day of either (i) or (ii) such Extension Option and shall have a scheduled termination maturity date no not earlier than the First next succeeding Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement4) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenseseach Extension Option, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b)(2) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate reaffirming and restating in form reasonably acceptable to each the Lender certifying that each of Borrower’s the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as date of such date)Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct as a result of the passage of time;
(iv5) if the Interest Rate Cap Agreement then in effect In Place Debt Service Coverage Ratio is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Dateat least 1.00:1.00;
(v6) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan[Intentionally Omitted]; and
(vii7) Mortgage Loan and each Other the Mezzanine Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Appears in 1 contract
Samples: Loan Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Extension of the Maturity Date. (a) Borrower Seller shall have the option options (each, an “Extension Option”) to (x) extend the term of the Loan beyond the Initial Maturity Date for an additional period of one year, until year to the First Extended Maturity Date (the period of such first extension, the “First Extension Term”), (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “Second Extension Term”), and (z) if the First Extended Maturity Date has been so extended, to extend the Second Extended Maturity Date for an additional consecutive period of one year to the Third Extended Maturity Date (the period of such third extension, the “Third Extension Term”; together with the First Extension Term and the Second Extension Term, collectively, the “Extension Terms”). Each Extension Option, if Seller elects to request same, shall be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date, upon satisfaction First Extended Maturity Date or Second Extended Maturity Date, as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable. Following the receipt of notice in the manner set forth herein, Buyer shall grant each Extension Option subject to the requirement that, as of the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable, each of the following terms and conditions:
conditions (collectively, the “Extension Conditions”) are satisfied, as determined by Buyer: (i) no Default or Event of Default shall have has occurred and be continuing on the Initial Maturity Date;
is continuing, (ii) Borrower shall notify Lender of its irrevocable election to extend no Margin Deficit is outstanding, (iii) Seller is in compliance with the Initial Maturity Date Debt Yield Test, (iv) all Purchased Assets qualify as aforesaid Eligible Assets (or, if any Purchased Asset is not earlier than six (6) monthsan Eligible Asset, and Seller has repurchased such Purchased Asset no later than one the earlier of (1x) monththe then-current Maturity Date, prior or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions) and (v) Seller has paid to Buyer the applicable Extension Structuring Fee; provided that, with respect to the Initial Maturity Date;
Extension Condition set forth in clause (iiii), if a Default (but no Event of Default) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming has occurred and restating for the benefit of each Lender each of Borrower’s representations and warranties is continuing as of the Initial Maturity Date (orDate, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date or Second Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either may be, then (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection assuming compliance with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (viExtension Conditions) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;
(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and
(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date or Second Maturity Date, as applicable, shall be extended on an interim basis until the earlier of (x) the date such Initial Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall be immediately effective and the then current Maturity Date without shall be extended for the taking applicable Extension Term) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such Extension Option shall not be effective and the Maturity Date shall be deemed to immediately occur). For the avoidance of doubt, the exercise of the Second Extension Term shall not effect, or be deemed to effect, an extension of the Funding Period solely as a result of such exercise of the Second Extension Option and the Funding Period shall only be extended for such Second Extension Term if and to the extent Buyer agrees to such extension of the Funding Period in its sole discretion. In addition, an extension of the Maturity Date pursuant to this Section 3.06(a) shall not extend the Repurchase Date of any action by any PersonTransaction (other than with respect to clause (a) of the definition of “Repurchase Date”).
(b) Borrower [Reserved].
(c) Notwithstanding any provision to the contrary set forth elsewhere in this Agreement, except for Future Funding Transactions and Additional Purchase Advance Transactions that may be entered into by Buyer and Seller in accordance with Section 3.10 and Section 3.11 hereof, no additional Transactions shall have be entered into after the option to extend the term expiration of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;
(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;
(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);
(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;
(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;
(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and
(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended. Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any PersonFunding Period.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract (Starwood Credit Real Estate Income Trust)
