Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) July 1, 2009 (the “First Extended Maturity Date”); (ii) July 1, 2010 (the “Second Extended Maturity Date”); and (iii) July 1, 2011 (the “Third Extended Maturity Date”), in each case, by giving notice of such extension to Lender at least 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions: (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and (c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Term until (i) July Maturity Date to May 1, 2009 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2010 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”); . In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July delivered to Lender no later than ten (10) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2011 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”), in each case, . The First Extension Notice shall be revocable at any time and for any reason by giving notice of such extension to Lender at least 15 days Borrower prior to (i) the originally scheduled Initial Stated Maturity Date, in the case of extending Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Term until the then First Extended Maturity Date, (ii) Date and the First Extended Maturity Date, in Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the case of extending the Term until the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (iiiii) no Event of Default shall have occurred and be continuing on the Second Extended Initial Stated Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming on the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement;
(c) on or prior Borrower shall cause a Counterparty Opinion to be delivered with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Initial Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option, each Component Spread or (ii) enters into a new interest rate protection agreement which expires no earlier than Component Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the First Extended Maturity Date or day immediately following the Second Extended Maturity Date or Date;
(f) if the ThirdClass A Member shall not have acquired the Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and
(g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Loan Documents to exercise such extension option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to June 11, 2009 2021 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender no later than fifteen (15) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to June 11, 2022 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender no later than fifteen (15) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to June 11, 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to June 11, 2024 (the “Fourth Extended Maturity Date”). Any Extension Notice may be revoked by Borrower at any time, and Borrower shall reimburse Lender for any reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in conjunction with preparing for the applicable extension. Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or and the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender one or more Replacement Interest Rate Cap Agreements from an Officer’s Certificate confirming Approved Counterparty, in a notional amount equal to the accuracy Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the information contained Interest Period in clause which the applicable extended Maturity Date occurs and (aB) above; andotherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;and
(c) on All amounts due and payable by Borrower and any other Person pursuant to this Agreement or prior to the originally scheduled other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have been paid in full. Neither Lender, nor any other Person, shall have the right to charge an extension fee to Borrower. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Stated Maturity Date or hereunder. As soon as is reasonably practicable following any extension of the Second Extended Stated Maturity Date or pursuant to this Section 2.7 (but in any event no later than ten (10) Business Days following the Thirdeffective date of such extension), Borrower shall deliver to Lender a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment that were obtained in connection with such extension.
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
Extension Options. If one or more Revolving Lenders do not confirm their execution of the Extension Agreement to which such Extension Request relates within the aforesaid 30 days (such Revolving Lenders being hereinafter referred to as "Nonextending Lenders"), the Borrower shall have the right, at its option, to be entitled to:
(i) extend the Term until Out Date with respect to the Commitments of the Revolving Lenders who have so confirmed their execution of the Extension Agreement (such Revolving Lenders being hereinafter referred to as the "Extending Lenders") for a number of days (not exceeding 364 days) as set forth in the Extension Agreement from the date the Borrower notifies the Agent of the Borrower's exercise of this entitlement and to terminate the Commitment(s) of the Nonextending Lender(s) unutilized as of the Term Out Date as the same was determined prior to giving effect to such Extension Request; or
(ii) extend the Term Out Date with respect to the Commitments of the Extending Lenders for a number of days (not exceeding 364 days) as set forth in the Extension Agreement from the date the Borrower notifies the Agent of the Borrower's exercise of this entitlement; prior to the fifth Business Day preceding the Term Out Date as the same was determined prior to giving effect to such Extension Request, replace one or more of the Nonextending Lenders with one or more Eligible Lenders (in respect of whom, the Term Out Date shall be the same date as the Term Out Date with respect to the Commitments of the Extending Lenders); and terminate the Commitment(s) of the Nonextending Lender(s), to the extent not so replaced, unutilized as of the Term Out Date as the same was determined prior to the Extension Request; or
(iii) elect to revoke such Extension Request; provided that: (i) July 1if the Borrower does not notify the Agent of its election hereunder prior to the fifth Business Day preceding the Term Out Date as the same was determined prior to giving effect to such Extension Request with respect to the Commitments of such Revolving Lenders, 2009 (the “First Extended Maturity Date”)Borrower shall be deemed to have elected to revoke such Extension Request; and (ii) July 1if the Commitments of the Nonextending Lenders constitute 25% or more of the Facility, 2010 (all of the “Second Extended Maturity Date”); and (iii) July 1, 2011 (unutilized Commitments of all Revolving Lenders shall be terminated on the “Third Extended Maturity Date”), in each case, by giving notice of such extension to Lender at least 15 days Term Out Date as the same was determined prior to (i) the originally scheduled Stated Maturity Date, in the case of extending giving effect to such Extension Request and the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Out Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or shall not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third.
Appears in 1 contract
Extension Options. Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to September 9, 2009 2017 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to September 9, 2018 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to September 9, 2019 (the “Third Extended Maturity Date”), in each case, by giving notice of such extension . Borrower’s right to Lender at least 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to so extend the Term until the First Extended applicable Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm shall be subject to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditionsconditions precedent prior to each extension hereunder:
(a) no Event of Default exists shall have occurred and be continuing on the applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the time applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such request Replacement Interest Rate Cap Agreement;
(c) the Debt Yield as of the most recent Calculation Date is made at least equal to or greater than the Closing Date Debt Yield;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and on the originally scheduled related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date or Date, and the Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s Certificate confirming counsel, in connection with the accuracy Loan and/or the applicable extension of the information contained Term shall have been paid in clause (a) above; and
(c) on or prior full. If Borrower is unable to satisfy all of the originally scheduled Stated foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Samples: Loan Agreement (American Residential Properties, Inc.)
Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) July 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE); , (ii) July 1, 2010 the option (the “Second Extended Maturity Date”); and (iii) July 1, 2011 (the “Third Extended Maturity Date”SECOND EXTENSION OPTION), in each case, by giving notice of such extension delivering to Lender at least 15 an Extension Notice no later than thirty (30) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity DateDate to November 9, in 2006 (the case of extending SECOND EXTENDED MATURITY DATE), and (iii) the Term until option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, and (iii) to extend the Second Extended Maturity Date to November 9, 2007 (the THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, prior to such extension hereunder:
i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be);
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement and the related Acknowledgment;
iv. On or before the date immediately preceding the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than Borrower shall pay to Lender the First Extended Maturity Date or the Second Extended Maturity Date or the ThirdExtension Fee.
Appears in 1 contract
Samples: Note (Maguire Properties Inc)
Extension Options. Borrower shall have the rightoption to extend the term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, at its optionan “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to March 9, 2009 2021 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to March 9, 2022 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to March 9, 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 9, 2024 (the “Fourth Extended Maturity Date”). In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to March 9, 2025 (the “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend Date and the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Fourth Extended Maturity Date, as applicable, or and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(iie) enters into a new interest rate protection agreement which expires If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Extension Options. Borrower If any Extension Option is indicated in Section 1.1, Tenant shall have the right, at its option, option to extend the Lease Term until for the number of successive extension terms and the number of years for each extension term as specified in Section 1.1 in accordance with the following:
(a) Tenant may not exercise any Extension Option unless, on the date when such option is exercised, (i) July 1this Lease is in full force and effect, 2009 (the “First Extended Maturity Date”); (ii) July 1no Event of Default, 2010 and no event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing, and
(the “Second Extended Maturity Date”); and (iiib) July 1, 2011 (the “Third Extended Maturity Date”), in each case, Tenant shall exercise an Extension Option by giving Landlord notice to such effect (which notice shall be irrevocable) not less than 225 days prior to the first day of such extension term. Upon the giving of such notice, this Lease shall be deemed to Lender at least 15 days prior be extended for the period of the relevant extension term without the execution of any further instrument (although either party may request an amendment to the Lease to reflect such extension and the terms thereof, in which case the parties will in good faith negotiate and execute such an amendment). The failure to give such notice by such date shall constitute a waiver by Tenant of any right to extend the Lease Term.
(c) The provisions of the Lease shall remain in full force and effect during any extension term except that (i) the originally scheduled Stated Maturity Date, in Lease Term will be extended by the case period of extending the Term until the First Extended Maturity Datesuch extension term, (ii) the First Extended Maturity Date, Base Rent for the extension term shall be as set forth in Section 1.1 of the case of extending Lease for the Term until the Second Extended Maturity Date, applicable Extension Option and (iii) if such Extension Option is the Second Extended Maturity Dateonly or final Extension Option, in Tenant shall have no further right to renew the case Term. Notwithstanding the foregoing, Tenant may not exercise the first Extension Option effective upon the expiration of extending the Initial Term until if the Third Extended Maturity Date. Upon receipt first floor tenant has exercised a right to lease the entire Premises on the second floor of the Building which right is exercised on or before the commencement of the fourth (4th) year of the Initial Term and Landlord has notified Tenant of the exercise of such request to extend the Term until right by the First Extended Maturity Date Floor Tenant on or before the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction commencement of the following conditions:
fourth (a4th) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy year of the information contained in clause Initial Term (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the “First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the ThirdFloor Tenant Right”).
Appears in 1 contract
Extension Options. Borrower Subject to the terms of Subparagraph 4(c) above, Tenant shall have the right, at its option, either two (2) options to extend the Lease Term until for a period of one (i1) July year each or, alternatively, one (1) option to extend the Lease Term for a period of three (3) years (such applicable option(s) hereinafter being referred to as the "Extension Options" and the period(s) or term(s) of such applicable Extension Option hereinafter being referred to as the "Extension Terms") provided that Tenant is not in default both as of the date Tenant exercises the applicable Extension Option and as of the first day of the applicable Extension Term, 2009 (the “First Extended Maturity Date”); (ii) July 1and provided, 2010 (the “Second Extended Maturity Date”); and (iii) July 1further, 2011 (the “Third Extended Maturity Date”), in each case, by giving that Tenant gives Landlord written notice of such extension to Lender Tenant's exercise of the applicable Extension Option at least 15 one hundred and eighty (180) days prior to the end of the then-current Lease Term. If Tenant first exercises an Extension Option for a term of one (i1) year, then Tenant shall be deemed to have waived the originally scheduled Stated Maturity Dateright to exercise the Extension Option for a period of three (3) years. Conversely, if Tenant first exercises the Extension Option for a period of three (3) years, then Tenant shall be deemed to have waived the right to exercise the Extension Options for a period of one (1) year each. If Tenant timely exercises an Extension Option in the case manner prescribed herein, then such exercise shall be with respect to both Building B and Building D. All of extending the Term until terms of this Lease shall apply to each Extension Term, except that the First Extended Maturity DateMonthly Installment of rent shall be calculated as set forth in Subparagraph 5(b) below, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity DateTenant shall not be entitled to any additional Extension Options or Termination Options, and (iii) the Second Extended Maturity Date, in the case provisions of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or Exhibit C shall not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior applicable to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement Extension Terms. If Tenant fails to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicableexercise, or fails to effectively exercise, the first one (ii1) enters into a new interest rate protection agreement which expires year Extension Option, then the second one (1) year Extension Option shall be void and of no earlier force or effect. The one-year Extension Options shall be personal to Cisco Systems, Inc. and may not be assigned to, transferred to or exercised for the benefit of any third party (other than the First Extended Maturity Date an Affiliate of Tenant as defined in Paragraph 25 below). Any exercise of one-year Extension Option by or the Second Extended Maturity Date on behalf of any assignee, sublessee or the Thirdtransferee (other than an Affiliate of Tenant) of
Appears in 1 contract
Samples: Lease Agreement (Cisco Systems Inc)
Extension Options. Subject to the following conditions, Lender hereby grants Borrower shall have two (2) one (1)-year (each an “Extension Term”) extension options following the right, at its option, to extend the Term until (i) July 1, 2009 (the “First Extended Maturity Date”); (ii) July 1, 2010 (the “Second Extended Maturity Date”); and (iii) July 1, 2011 (the “Third Extended Maturity Date”), in each case, by giving notice of such extension to Lender at least 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended original Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Datefirst extension period, as the case may bebe (individually, Lender will promptly confirm to Borrower an “Extension Option”). During each such extension, principal and interest payments shall be payable in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction accordance with Section 2.1(b) of the following conditions:Note.
(a) no To exercise the first Extension Option (“Extension Option 1”), the following conditions must be met:
(i) Borrower must give Lender written notice of exercise of Extension Option 1 (an “Extension 1 Notice”) not less than forty-five (45) days before the Maturity Date;
(ii) Borrower must have achieved a Debt Service Coverage Ratio of 1.15x calculated as of the end of the calendar month preceding the date Borrower delivers the Extension 1 Notice; (CYPRESS/FAIRFIELD)
(iii) The Loan-to-Value Ratio shall not exceed sixty-five percent (65%), based upon a current Appraised Value of the Project reflected in a new appraisal;
(iv) No Event of Default exists at shall have occurred and be continuing and no condition has occurred which, with notice or the time such request is made and passage of time, would constitute an Event of Default; and
(v) Borrower shall have paid Lender a quarter percent (0.25%) extension fee in cash (which may be from Loan proceeds if included in the Budget) based on the originally scheduled Stated Maturity Date or outstanding, unpaid principal balance of the First Extended Maturity Date or Second Extended Loan Amount.
(b) To exercise the second Extension Option (“Extension Option 2”), the following conditions must be met:
(i) Borrower must give Lender written notice of exercise of Extension Option 2 (an “Extension 2 Notice”) not less than forty-five (45) days before the Maturity Date, as applicablepreviously extended by the first extension period;
(bii) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy must have achieved a Debt Service Coverage Ratio of 1.25x calculated as of the information contained end of the calendar month preceding the date Borrower delivers the Extension 2 Notice;
(iii) The Loan-to-Value Ratio shall not exceed sixty-five percent (65%), based upon a current Appraised Value of the Project reflected in clause a new appraisal;
(aiv) aboveNo Event of Default shall have occurred and be continuing and no condition has occurred which, with notice or the passage of time, would constitute an Event of Default; and
(cv) Borrower shall have paid Lender a one-half percent (0.50%) extension fee in cash (which may be from Loan proceeds if included in the Budget) based on or prior the outstanding, unpaid principal balance of the Loan Amount. Notwithstanding anything to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may becontrary contained herein, Borrower either (i) extends shall be allowed to pay down the term of Loan in order to meet the Interest Rate Protection Agreement to a date not earlier than Debt Service Coverage Ratio and the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the ThirdLoan-To-Value requirements in this Section 2.4.
Appears in 1 contract
Samples: Construction Loan Agreement (CNL Growth Properties, Inc.)
Extension Options. Borrower shall have the rightoption to extend the term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, at its optionan “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to December 9, 2009 2020 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to December 9, 2021 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to December 9, 2022 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to December 9, 2023 (the “Fourth Extended Maturity Date”). In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to December 9, 2024 (the “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend Date and the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Fourth Extended Maturity Date, as applicable, or and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(iie) enters into a new interest rate protection agreement which expires If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby irrevocable written notice (the “First Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to November 9, 2009 2019 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) July 1delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to November 9, 2020 (the “Second Extended Maturity Date”); . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (iii60) July 1days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to November 9, 2021 (the “Third Extended Maturity Date”), in each case, by giving notice . Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of such extension to Lender at least 15 days the following conditions precedent prior to each extension hereunder:
(i) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming Agent not later than one (1) Business Day prior to the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) on or prior Borrower shall deliver a Counterparty Opinion with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) on the Second Extended Maturity Date or and the Third Extended Maturity Date, Borrower shall pay to Agent the applicable Extension Fee;
(f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than and on the Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 5.30%; provided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage Borrower) shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) and Mortgage Borrower shall make a pro rata payment of the Mortgage Loan (subject to and in accordance with the provisions of the Mortgage Loan Agreement) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
(g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the Mortgage Loan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date or the Thirdhereunder.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby irrevocable written notice (the “First Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to November 9, 2009 2017 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) July 1delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to November 9, 2018 (the “Second Extended Maturity Date”); . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (iii60) July 1days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to November 9, 2019 (the “Third Extended Maturity Date”), in each case, by giving notice . Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of such extension to Lender at least 15 days the following conditions precedent prior to each extension hereunder:
(i) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming Agent not later than one (1) Business Day prior to the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) on or prior Borrower shall deliver a Counterparty Opinion with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) on the Second Extended Maturity Date or and the Third Extended Maturity Date, Borrower shall pay to Agent the applicable Extension Fee;
(f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than and on the Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 5.3%; provided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage Borrower) shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) and Mortgage Borrower shall make a pro rata payment of the Mortgage Loan (subject to and in accordance with the provisions of the Mortgage Loan Agreement) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
(g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the Mortgage Loan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date or the Thirdhereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) July 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE); , (ii) July 1, 2010 the option (the “Second Extended Maturity Date”); and (iii) July 1, 2011 (the “Third Extended Maturity Date”SECOND EXTENSION OPTION), in each case, by giving notice of such extension delivering to Lender at least 15 an Extension Notice no later than thirty (30) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity Date to November 9, 2006 (the Second Extended Maturity Date), in and (iii) the case of extending option (the Term until THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, and (iii) to extend the Second Extended Maturity Date to November 9, 2007 (the THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, prior to such extension hereunder:
i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be);
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement and the related Acknowledgment;
iv. On or before the date immediately preceding the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable, or Borrower shall pay to Lender the Extension Fee.
v. Mortgage Borrower shall have (iix) enters into a new interest rate protection agreement which expires no earlier than timely exercised the First Extended Maturity Date or extension option to extend the Second Extended Maturity Date or Loan (Mortgage) contained in the ThirdMortgage Note, (y) been entitled pursuant to the terms of the Loan Documents (Mortgage) to exercise such extension option and (z) paid any extension fee required pursuant to the terms of the Mortgage Note; and
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Term until (i) July Maturity Date to May 1, 2009 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2010 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”); . In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July delivered to Lender no later than ten (10) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2011 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”), in each case, . The First Extension Notice shall be revocable at any time and for any reason by giving notice of such extension to Lender at least 15 days Borrower prior to (i) the originally scheduled Initial Stated Maturity Date, in the case of extending Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Term until the then First Extended Maturity Date, (ii) Date and the First Extended Maturity Date, in Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the case of extending the Term until the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (iiiii) no Event of Default shall have occurred and be continuing on the Second Extended Initial Stated Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming on the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement;
(c) on or prior Borrower shall cause a Counterparty Opinion to be delivered with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Initial Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option, the Spread or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date or Date;
(f) if the ThirdClass A Member shall not have acquired Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and
(g) If the Mortgage Loan has not theretofore been repaid in full, Owner shall have (i) timely exercised the extension option to extend the Mortgage Loan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents to exercise such extension option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Borrower Seller shall have the right, at its option, three (3) options to extend the Term until Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (ior if such day is not a Business Day, the immediately succeeding Business Day) July 1(such date, 2009 (the “First Extended Maturity Facility Expiration Date”); , from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (iior if such day is not a Business Day, the immediately succeeding Business Day) July 1(such date, 2010 (the “Second Extended Maturity Facility Expiration Date”); ) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (iiior if such day is not a Business Day, the immediately succeeding Business Day) July 1(such date, 2011 (the “Third Extended Maturity Facility Expiration Date”), in ) (each case, by giving notice of such extension period, an “Extension Term”); provided, that the exercise of each such extension option by Seller shall be subject to Lender at least 15 the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (i) which notice may be revoked by Seller at any time prior to the originally scheduled Stated Maturity then effective Facility Expiration Date, in the case of extending the Term until the First Extended Maturity Date), (ii) on the First Extended Maturity Datefirst day of each Extension Term, in (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the case foregoing, if such non-monetary Default is susceptible of extending the Term until the Second Extended Maturity Datecure and Seller is working diligently to cure such non- monetary Default, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request then Seller shall be permitted to extend the Term until Facility Expiration Date so long as such non-monetary Default is cured by the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Dateend of any cure period granted under Article 13(a) of this Agreement, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(ay) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists at for which a Margin Call Notice has been delivered, (iii) by not later than the time such request first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the originally scheduled Stated Maturity Date first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or the First Extended Maturity Date or Second Extended Maturity Datewarranty is expressly stated to have been made as of a specific date, as applicable;
of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdprospects)”.
Appears in 1 contract
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.7. Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Term until (i) July Maturity Date to May 1, 2009 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2010 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”); , In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2011 2019 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”), in each case, . The First Extension Notice shall be revocable at any time and for any reason by giving notice of such extension to Lender at least 15 days Borrower prior to (i) the originally scheduled Initial Stated Maturity Date, in the case of extending Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Term until the then First Extended Maturity Date, (ii) Date and the First Extended Maturity Date, in Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the case of extending the Term until the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (iiiii) no Event of Default shall have occurred and be continuing on the Second Extended Initial Stated Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming on the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement. Lender (or its Affiliates) shall have the right to match the best economic terms available to Borrower (as determined by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to the requirements hereunder;
(c) on or prior Borrower shall cause a Counterparty Opinion to be delivered with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Initial Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(iie) enters into a new interest rate protection agreement which expires no earlier than with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date or Date, and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the Extension Fee on the Second Extended Maturity Date Date;
(f) (i) the Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Extension Debt Yield as of the first day of the Second Extended Term or the Thirdfirst day of the Third Extended Term, as applicable, and (ii) after the Approved Mezzanine Closing Date, the Aggregate Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Aggregate Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
(g) Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the extension option to extend the applicable Mortgage Loan and the Approved Mezzanine Loan and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and Approved Mezzanine Loan Documents, as applicable, to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) July June 1, 2009 (the “First Extended Maturity Date”); , (ii) July June 1, 2010 (the “Second Extended Maturity Date”); ) and (iii) July June 1, 2011 (the “Third Extended Maturity Date”), in each case, ) by giving notice of such extension to Lender at least 15 fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions:conditions (as applicable):
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and;
(c) on or prior to the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the ThirdThird Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum;
(d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%);
(e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%);
(f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal;
(g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal;
(h) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and
(i) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby irrevocable written notice (the “First Extension Notice”) delivered to Agent no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to November 9, 2009 2019 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) July 1delivered to Agent no later than thirty (30) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to November 9, 2020 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) July 1delivered to Agent no later than thirty (30) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to November 9, 2021 (the “Third Extended Maturity Date”), in each case, by giving notice . Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of such extension to Lender at least 15 days the following conditions precedent prior to each extension hereunder:
(i) no Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or and the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming Agent not later than one (1) Business Day prior to the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in clause a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (aA) aboveeffective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Strike Price; andprovided, Borrower shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) in an amount that maximizes the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) on or prior Borrower shall deliver a Counterparty Opinion with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(iie) enters into a new interest rate protection agreement which expires no earlier than on the First Extended Maturity Date or and the Second Extended Maturity Date Date, Borrower shall pay to Agent the applicable Extension Fee;
(f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the ThirdThird Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 6.50%; provided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower shall be permitted to prepay a portion of the Loan (subject to and in accordance with Section 2.4.2) in an amount that would be sufficient such that the Debt Yield test set forth above shall be satisfied;
(g) after giving effect to any partial prepayments of the Loan under clause (f) of this Section 2.7.1, the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Combined Debt Yield of no less than 5.30%; provided, however, if the Properties do not satisfy the foregoing Combined Debt Yield requirements provided in this Section 2.7.1(g), Current Mezzanine Borrower shall be permitted to prepay a portion of the Current Mezzanine Loan (subject to and in accordance with Section 2.4.2 of the Current Mezzanine Loan Agreement) in an amount that would be sufficient such that the Combined Debt Yield test set forth above shall be satisfied; and
(h) Current Mezzanine Borrower shall have (i) timely exercised the extension option to extend the Current Mezzanine Loan, and (ii) been entitled pursuant to the terms of the Current Mezzanine Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the Current Mezzanine Note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
Appears in 1 contract
Samples: Loan Agreement (Clipper Realty Inc.)
Extension Options. Borrower shall have the right, at its option, option to extend the Term until (i) July 1Stated Maturity Date to February 8, 2009 2018 (the “First Extended Maturity Date”); (ii) July 1and only if the Maturity Date shall have been validly so extended, 2010 then Borrower shall have a second option to extend the Maturity Date to February 8, 2019 (the “Second Extended Maturity Date”); and (iii) July 1only if the Maturity Date shall have been validly so extended, 2011 then Borrower shall have a third option to extend the Maturity Date to February 8, 2020 (the “Third Extended Maturity Date”), in each case, . Each such option (an “Extension Option”) shall be exercised only by giving written notice of such extension (an “Extension Notice”) delivered to Lender at least 15 no earlier than one hundred twenty (120) nor later than thirty (30) days prior to (i) the originally then-scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) in each case the Second Extended Maturity Date, in valid exercise of the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request option shall be subject to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditionsconditions precedent:
(a) no Event of Default exists at shall exist when Lender receives the time such request is made and applicable Extension Notice, nor on the originally scheduled Stated Maturity Date or as the First Extended Maturity Date or Second Extended Maturity Date, as applicablesame is scheduled prior to giving effect to the Extension Option then being exercised;
(b) Not later than the first day of the applicable extension period, Borrower delivers shall obtain, execute as applicable, and deliver to Lender (i) one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing not later than said first day of the extension period and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Exhibit K and at the applicable Strike Price; (ii) an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; (iii) a Counterparty Opinion with respect to each such Replacement Interest Rate Cap Agreement and the related Acknowledgment; and (iv) a Collateral Assignment of Interest Rate Protection Agreement for each such Replacement Interest Rate Cap Agreement;
(c) All amounts due and payable by Borrower pursuant to the Loan Documents as of the applicable Maturity Date, and all reasonable, out-of-pocket costs and expenses of Lender, including Lender’s reasonable attorneys’ fees and disbursements shall have been paid in full;
(d) Borrower shall pay to Lender an Officer’s Certificate confirming the accuracy extension fee, for each such Extension Option, equal to 0.25% of the information contained in clause (a) aboveOutstanding Principal Balance; and
(ce) on or prior to The Debt Service Coverage Ratio as of the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended applicable Maturity Date, and as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement date of exercise of any Extension Option, shall be not less than 1.30 : 1.00. If Borrower is unable to a date not earlier than satisfy all of the First Extended foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date or hereunder. Borrower may rescind any Extension Notice prior to commencement of the Second Extended Maturity Date or the Third Extended Maturity Dateapplicable extension period, as applicable, or (ii) enters into in which case Borrower shall have no right to deliver a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdsubsequent Extension Notice.
Appears in 1 contract
Extension Options. Borrower shall have the right, at its option, to extend the Term Stated Maturity Date until (i) July March 1, 2009 2008 (the “First Extended Maturity Date”); , (ii) July March 1, 2010 2009 (the “Second Extended Maturity Date”); ) and (iii) July March 1, 2011 2010 (the “Third Extended Maturity Date”), in each case, ) by giving notice of such extension to Lender at least 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of any such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Stated Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the each Loan Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the ThirdThird Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of: (A) with respect to the Tranche A Interest Rate Protection Agreement, the maximum amount of the Tranche A Principal and (B) with respect to the Tranche B Interest Rate Protection Agreement, the Tranche B Notional Amount and are otherwise on the same terms set forth in Section 2.6 hereof and has the effect of capping LIBOR at (X) 6.00% per annum with respect to the Tranche A Interest Rate Protection Agreement and (Y) 4.50% per annum with respect to the Tranche B Interest Rate Protection Agreement. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) July 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE); , (ii) July 1, 2010 the option (the “Second Extended Maturity Date”); and (iii) July 1, 2011 (the “Third Extended Maturity Date”SECOND EXTENSION OPTION), in each case, by giving notice of such extension delivering to Lender at least 15 an Extension Notice no later than thirty (30) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity DateDate to November 9, in 2006 (the case of extending SECOND EXTENDED MATURITY DATE), and (iii) the Term until option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, and (iii) to extend the Second Extended Maturity Date to November 9, 2007 (the THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, prior to such extension hereunder:
i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be);
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement and the related Acknowledgment;
iv. On or before the date immediately preceding the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable, or Borrower shall pay to Lender the Extension Fee;
v. Mortgage Borrower shall have (iix) enters into a new interest rate protection agreement which expires no earlier than timely exercised the First Extended Maturity Date or extension option to extend the Second Extended Maturity Date or Loan (Mortgage) contained in the ThirdMortgage Note, (y) been entitled pursuant to the terms of the Loan Documents (Mortgage) to exercise such extension option and (z) paid any extension fee required pursuant to the terms of the Mortgage Note; and
vi. Senior Tier Mezzanine Borrower shall have (x) timely exercised the extension option to extend the Loan (Senior Tier Mezzanine) contained in the Senior Tier Mezzanine Note, (y) been entitled pursuant to the terms of the Loan Documents (Senior Tier Mezzanine) to exercise such extension option and (z) paid any extension fee required pursuant to the terms of the Senior Tier Mezzanine Note.
Appears in 1 contract
Extension Options. Borrower shall have has the right, at its option, right to extend the Term until term of the Loan for three (i3) July 1additional terms of twelve (12) months each (each, 2009 an “Extension Term”), with the first additional term (“First Extension Term”) having a maturity date that is the date that is the twelfth Payment Date following the Initial Maturity Date (“First Extended Maturity Date”); , the second additional term (ii“Second Extension Term”) July 1, 2010 having a maturity date that is the date that is the twelfth Payment Date following the First Extended Maturity Date (the “Second Extended Maturity Date”); ) and the third additional term (iii“Third Extension Term”) July 1, 2011 having a maturity date that is the date that is the twelfth Payment Date following the Second Extended Maturity Date (the “Third Extended Maturity Date”), in each case, . Borrower shall exercise the right to exercise any extension option under this Section 2.10 by giving Lender notice of such extension to Lender election (an “Extension Notice”) at least 15 ninety (90) days prior to (i) the originally scheduled Stated Initial Maturity Date, in the case of extending exercising the Term until option to extend the term of the Loan to the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending exercising the Term until option to extend the term of the Loan to the Second Extended Maturity Date, Date and (iiiii) the Second Extended Maturity Date, in the case of extending the Term until option to extend the term of the Loan to the Third Extended Maturity Date. Upon receipt of such request to extend an Extension Notice, Lender will notify Borrowers whether or not the Term until term of the Loan will be so extended, which extension shall be granted upon satisfaction of each of the following conditions in Lender’s sole discretion:
(a) No Event of Default or Cash Sweep Period exists as of the date of Borrower’s Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date Date, as applicable, and the Borrower delivers Lender Officer’s Certificates confirming same;
(b) On or prior to the Third Extended Initial Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Initial Interest Rate Protection Cap Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date, or the Third Extended Maturity Date as applicable, or (ii) obtains an Extension Interest Rate Cap Agreement for the applicable Extension Term with a LIBOR Rate strike price equal to or less than the Strike Rate and collaterally assigns such Extension Interest Rate Cap Agreement to Lender pursuant to an assignment of interest rate cap agreement in the same form as the Interest Rate Cap Assignment. If any of the foregoing conditions are not satisfied in Lender’s sole discretion or are not otherwise waived by Lender, Lender shall have no obligation to extend the term of the Loan. Upon Borrower’s exercise of its rights under this Section 2.10 and Lender’s extension of the term of the Loan in connection therewith, the defined term “Maturity Date” shall be deemed to be the First Extended Maturity Date the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third.
Appears in 1 contract
Extension Options. Borrower shall have the rightoption to extend the term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, at its optionan “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) Maturity Date to July 19, 2009 2021 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to July 19, 2010 2022 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to July 19, 2011 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to July 9, 2024 (the “Fourth Extended Maturity Date”). In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to July 9, 2025 (the “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend Date and the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Fourth Extended Maturity Date, as applicable, or and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(iie) enters into a new interest rate protection agreement which expires If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) July June 1, 2009 (the “First Extended Maturity Date”); , (ii) July June 1, 2010 (the “Second Extended Maturity Date”); ) and (iii) July June 1, 2011 (the “Third Extended Maturity Date”), in each case, ) by giving notice of such extension to Lender at least 15 fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions:conditions (as applicable):
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and;
(c) on or prior to the originally scheduled Stated Maturity Date or Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or Date, the Second Extended Maturity Date or the ThirdThird Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum;
(d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%);
(e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%);
(f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal;
(g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal;
(h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable;
(i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and
(j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Borrower shall have the rightoption to extend the term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, at its optionan “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to January 9, 2009 2022 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to January 9, 2023 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to January 9, 2024 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to January 9, 2025 (the “Fourth Extended Maturity Date”). In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to January 9, 2026 (the “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend Date and the Term until the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Fourth Extended Maturity Date, as applicable, or and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(iie) enters into a new interest rate protection agreement which expires If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to March 11, 2009 2018 (the “First Extended Maturity Date”); . In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Lender no later than fifteen (15) days prior to the First Extended Maturity Date, 2010 to extend the First Extended Maturity Date to March 11, 2019 (the “Second Extended Maturity Date”); and . In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Lender no later than fifteen (15) days prior to the Second Extended Maturity Date, 2011 to extend the Second Extended Maturity Date to March 11, 2020 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, in each caseBorrower shall have the option (the “Fourth Extension Option”), by giving written notice of such extension (the “Fourth Extension Notice”) delivered to Lender at least 15 no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 11, 2021 (the “Fourth Extended Maturity Date”). Any Extension Notice may be revoked by Borrower at any time, and Borrower shall reimburse Lender for any reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in conjunction with preparing for the applicable extension. Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or and the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender one or more Replacement Interest Rate Cap Agreements from an Officer’s Certificate confirming Approved Counterparty, in a notional amount equal to the accuracy Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the information contained Interest Period in clause which the applicable extended Maturity Date occurs and (aB) aboveotherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment; and
(cd) on All amounts due and payable by Borrower and any other Person pursuant to this Agreement or prior to the originally scheduled other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have been paid in full. Neither Lender, nor any other Person, shall have the right to charge an extension fee to Borrower. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no earlier than obligation to extend the First Extended Stated Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
Extension Options. Borrower shall have has the right, at its option, right to extend the Term until term of the Loan for three additional terms of twelve (i12) July 1months each (each, 2009 an "Extension Term"), with the first additional term ("First Extension Term") having a maturity date that is the “date that is the twelfth Payment Date following the Initial Maturity Date ("First Extended Maturity Date”"); , the second additional term (ii"Second Extension Term") July 1, 2010 having a maturity date that is the date that is the twelfth Payment Date following the First Extended Maturity Date (the “"Second Extended Maturity Date”); ") and the third additional term (iii"Third Extension Term") July 1, 2011 having a maturity date that is the date that is the twelfth Payment Date following the Second Extended Maturity Date "(the “Third Extended Maturity Date”"), in each case, . Borrower shall exercise the right to exercise any extension option under this Section 2.10 by giving Lender notice of such extension to Lender election at least 15 ninety (90) days prior to (i) the originally scheduled Stated Initial Maturity Date, in the case of extending exercising the Term until option to extend the term of the Loan to the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending exercising the Term until option to extend the term of the Loan to the Second Extended Maturity Date, Date and (iiiii) the Second Extended Maturity Date, in the case of extending the Term until option to extend the term of the Loan to the Third Extended Maturity Date. Upon receipt of any such request by Borrower to extend the Term until term of the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may beLoan, Lender will promptly confirm to notify Borrower in writing whether or not the Stated Maturity Date term of the Loan will be so extended, which extension will shall be granted upon the satisfaction of each of the following conditionsconditions in Lender's sole discretion:
(a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; and
(c) on or prior to the originally scheduled Stated Maturity Date or the First Extended Maturity Date or Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Extension Options. Subject to the provisions of this Section 2.9, Borrower shall have the rightoption (the “First Extension Option”), at its optionby written notice (the “First Extension Notice”) delivered to Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to, the Stated Maturity Date, to extend the Term until (i) July 1Maturity Date to March 7, 2009 2020 (the “First Extended Maturity Date”); . The period of the Loan from the initial Stated Maturity Date through and including the First Extended Maturity Date shall be referred to as the “First Extension Term”. If the Maturity Date shall have been timely and properly extended to the First Extended Maturity Date, then Borrower shall have the option (iithe “Second Extension Option”), by written notice (the “Second Extension Notice”) July 1delivered to Agent no earlier than one hundred twenty (120) days prior to, 2010 nor later than thirty (30) days prior to, the First Extended Maturity Date, to extend the Maturity Date to March 7, 2021 (the “Second Extended Maturity Date”); . If the Maturity Date shall have been timely and properly extended to the Second Extended Maturity Date, then Borrower shall have the option (iiithe “Third Extension Option”), by written notice (the “Third Extension Notice”) July 1delivered to Agent no earlier than one hundred twenty (120) days prior to, 2011 nor later than thirty (30) days prior to, the Second Extended Maturity Date, to extend the Maturity Date to March 7, 2022 (the “Third Extended Maturity Date”), in each case, . An Extension Notice may be revoked by giving written notice of such extension revocation to Lender at least 15 days Agent on or prior to two (i2) Business Days prior to the originally scheduled Stated applicable Maturity Date, Date (not taking into account the requested extension); provided that Borrowers shall pay Agent upon demand for all of Agent’s out‑of‑pocket costs and expenses (including reasonable fees and disbursements of Agent’s counsel) actually incurred in connection with such anticipated extension. Borrower’s right to so extend the case of extending the Term until Maturity Date to the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date or and the Third Extended Maturity Date, as the case may be, Lender will promptly confirm Date shall be subject to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditionsconditions precedent prior to each extension hereunder:
(a) no Event of Default exists at the time such request is made or Mezzanine Loan Event of Default shall have occurred and be continuing on the originally scheduled date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and no Default, Event of Default, Mezzanine Loan Default or Mezzanine Loan Event of Default shall have occurred and be continuing on the Stated Maturity Date or Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable;
(b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming Agent not later than one (1) Business Day prior to the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty in clause a notional amount equal to the Outstanding Principal Balance of the Loan, which Replacement Interest Rate Cap Agreement(s) shall be (aA) above; andeffective for the period commencing on the day immediately following the then‑applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a LIBOR strike price equal to the greater of (x) a strike price such that the Debt Service Coverage Ratio at such rate is not less than 1.20 to 1.00 and (y) the Strike Price and (C) otherwise on same terms set forth USActive 36631986.12 -72- in Section 2.8, and (ii) execute and deliver an Acknowledgment with respect to each such Replacement Interest Rate Cap Agreement;
(c) on or prior Borrower shall deliver a Counterparty Opinion with respect to the originally scheduled Stated Maturity Date Replacement Interest Rate Cap Agreement and the related Acknowledgment and a Replacement Assignment of Rate Cap with respect thereto;
(d) all amounts due and payable to Agent and/or Lender pursuant to this Agreement or the First Extended Maturity Date or Second Extended other Loan Documents as of the Stated Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and/or Lender, including reasonable out-of-pocket fees and expenses of Agent’s and/or Lender’s counsel (which Agent and/or Lender (as applicable) shall provide Borrower notice and an accounting of), in connection with the Loan and/or the applicable extension of the term shall have been paid in full;
(e) together with the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, Borrower shall pay to Agent, for the ratable benefit of Lender, the applicable Extension Fee;
(f) Borrower shall have concurrently extended the “Maturity Date” as defined in and pursuant to the terms and provisions of the Senior Loan Agreement and Mezzanine Borrower shall have concurrently extended the “Maturity Date” as defined in and pursuant to the terms and provisions of the Mezzanine Loan Agreement.
(g) With respect to the Third Extension Option only, the Debt Yield shall be not less than eight percent (8.00%); provided, however, that subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower shall have the right to (i) prepay the Loan in part to satisfy such Debt Yield test (taking into account the prepayment made pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement) so long as Mezzanine Borrower has also made a pro rata payment of the Mezzanine Loan pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement, it being agreed that, notwithstanding anything herein to the contrary, any such prepayment of the Loan pursuant to this clause (g) shall be without payment of the Prepayment Premium or any other prepayment or spread maintenance premium, fee or penalty or (ii) enters into deliver to Agent an Acceptable Letter of Credit, along with such other documents and instruments reasonably acceptable to Agent to grant Agent for the ratable benefit of Lender a new first priority security interest rate protection agreement which expires in such letter of credit to secure Borrower’s obligations to repay the Debt to Lender hereunder (so long as (A) Senior Mezzanine Borrower has also delivered to Senior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Senior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Senior Mezzanine Agent to grant Senior Mezzanine Agent for the ratable benefit of Senior Mezzanine Lender a first priority security interest in such letter of credit to secure Senior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Senior Mezzanine Loan Agreement) to Senior Mezzanine Lender under the Senior Mezzanine Loan Documents and (B) Junior Mezzanine Borrower has also delivered to Junior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Junior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Junior Mezzanine Agent to grant Junior Mezzanine Agent for the ratable USActive 36631986.12 -73- benefit of Junior Mezzanine Lender a first priority security interest in such letter of credit to secure Junior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Junior Mezzanine Loan Agreement) to Junior Mezzanine Lender under the Junior Mezzanine Loan Documents), on a pro rata basis, in an amount that, when applied to the Aggregate Outstanding Principal Balance and the Mezzanine Loan Outstanding Principal Balance (including the corresponding prepayment made to the Mezzanine Loan in satisfaction of the “DY Cash Trap Cure Conditions” thereunder), would be sufficient to satisfy the then applicable Debt Yield Requirement and delivered together with the payment of Agent’s costs and expenses in connection therewith. For the avoidance of doubt, and Acceptable Letter of Credit so delivered would not be returned to Borrower until such time as the Debt has been repaid in full.
(h) If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent and Lender shall have no earlier than obligation to extend the First Extended Maturity Date or the Second Extended Maturity Date or the Thirdhereunder.
Appears in 1 contract
Samples: Building Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
