Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date. (b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date. (c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty. (d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. (e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (New York REIT, Inc.)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $223,303.27, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section 1.2(a) commencing on the first Payment Date following the Closing Date) ). Interest payable hereunder shall be computed on the basis of a 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior accrued on the amount prepaid, plus, to the extent the prepayment is made on a Securitizationdate other than a Payment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued thereon if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. For purposes of subsection (b)(ii) if the Payment Date on which Borrower plans to prepay the Loan is not a Business Day, Borrower may prepay the Loan on the immediately preceding Business Day. Borrower's notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days' written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result after the occurrence of a Casualty or Condemnation)an Event of Default, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On Commencing with the Initial Payment Date and on each and every Payment DateDate thereafter, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the portion of the Principal Indebtedness evidenced by the Note for the applicable Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the applicable Interest Determination Date immediately preceding such Interest Accrual PeriodDate, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan Interest payable hereunder shall at all times be a LIBOR Loan. Notwithstanding the foregoing, computed on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end basis of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on the next subsequent Payment Datedays elapsed.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described otherwise expressly provided in Section 5.16this Agreement. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion Upon written notice from Lender to Borrower (the “Componentization Notice”), the Note will be deemed to have been subdivided (retroactively as of the Principal Indebtedness is paid to Closing) into multiple components (“Note Components”). Each Note Component shall have such notional balance (a “Component Balance”) as Lender during shall specify in the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender Componentization Notice and an amount interest rate equal to the applicable Spread Maintenance Premium. Amounts received sum of LIBOR plus such amount as Lender shall specify in respect the Componentization Notice (each such amount, a “Component Spread”); provided that (i) the sum of the Indebtedness Component Balances of all Note Components relating to the Note shall equal the principal balance of such Note immediately prior to such subdivision, (ii) the initial weighted average of the Component Spreads of all Note Components relating to the Note, weighted on the basis of their respective Component Balances, shall equal the percentage set forth in clause (i) of the definition of “Spread”, and (iii) the Componentization Notice shall not contain terms, provisions and clauses that are less favorable to Borrower than those contained in the Loan Documents as of the date hereof or which increase the obligations, or decrease the rights, of Borrower or any of its Affiliates hereunder or under any of the other Loan Documents (in each case other than the effects of an increase in the weighted average spread of the Component Spreads that may result from the sequential application of a prepayment (x) during the continuance of an Event of Default and (y) on account of Loss Proceeds, to the extent applied to prepay a portion of the Loan in accordance with Section 5.16). If requested by Lender, each Note Component shall be applied toward interestrepresented by a separate physical Note. Borrower shall have three Business Days from receipt of a Componentization Notice to object to same, principal it being understood that the sole basis on which Borrower may so object shall be that the requirements set forth in this subparagraph (c) have not been satisfied. Borrower shall execute and other components return to Lender a replacement Note reflecting such componentization within five Business Days after Borrower’s receipt of execution copies thereof. Subject to the terms of the Indebtedness Cooperation Agreement, the foregoing shall be at Lender’s expense, except that Borrower shall pay its own legal fees in respect thereof in an amount not to exceed $100,000 in the aggregate (and, Lender, in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due addition to paying all other costs and payable, expenses in connection with the result that any Spread Maintenance Premium that is due and payable foregoing, shall accrue as the Principal Indebtedness is repaid but no amount received from pay all reasonable legal fees of Borrower shall constitute payment of a Spread Maintenance Premium until the remainder in connection therewith in excess of the Indebtedness first $100,000 of legal fees payable by Borrower in respect thereof).
(d) Other than in the case of the payment in respect of principal due on the Maturity Date or upon acceleration of the Loan during the continuance of an Event of Default, any payments of interest not paid when due hereunder shall have been paid bear interest at the applicable Default Rate and, when paid, shall be accompanied by a late fee in fullan amount equal to 3% times the amount of such late payment. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period delinquent payment will cause damage to Lender; (ii) the Spread Maintenance Premium late fee is intended to compensate Lender for the loss of its investment use of the delinquent payment and the expense incurred and time and effort associated with making recovering the Loan, which will not be fully repaid if the Loan is prepaiddelinquent payment; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Perioddelinquency; and (iv) the Spread Maintenance Premium late fee represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment delinquency and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum The principal balance of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall bear interest at all times be the Interest Rate or, as applicable, the Default Rate. Interest shall accrue on the outstanding principal balance of the Loan, from time to time, based on a LIBOR Loan360 day year and charged for the actual number of days outstanding. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay make a payment of interest from and including on the Closing Date through outstanding Loan balance for the end of the first Initial Interest Accrual Period, in lieu of making such payment . Commencing on the first Payment Date following the Closing Date (unless the Closing Date falls on a Scheduled Payment Date, in which caseand on or before each Scheduled Payment Date thereafter, no Borrower shall pay all Accrued Interest. In addition to the interest will be collected on the Closing Datepayments required above, and Borrower shall make the payment required pursuant to this Section applicable Minimum Amortization Payment, commencing on the first Amortization Commencement Date and on each Scheduled Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Datethereafter.
(b) No prepayments On the Maturity Date, Borrower shall pay all Indebtedness, including the entire outstanding principal balance of the Loan and all Accrued Interest.
(c) Following the occurrence of an Event of Default, interest shall be computed at, and Borrower shall pay interest on the unpaid principal balance of the Loan at, the Default Rate. All other payments, reimbursements and other amounts due from Borrower to Lender under the Loan Documents not paid when due shall bear interest at the Default Rate from the date when due until the date when received by Lender.
(d) At any time after the expiration of the Lockout Period (but not prior thereto), upon not less than sixty (60) days prior written notice to Lender, Borrower may prepay the Loan in whole but not in part (except as otherwise expressly permitted except for by the terms of this Agreement) on any Business Day, provided that upon any such prepayment of the Loan, Borrower shall also pay in full (i) prepayments made all Accrued Interest; (ii) if such prepayment is received by Lender on a date other than on a Scheduled Payment Date, the Interest Shortfall; (iii) all other Indebtedness; and (iv) if the Loan is prepaid in whole or in part prior to the Scheduled Payment Date in October, 2020 (other than with the proceeds of any Loss Recoveries pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii6.1(d) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitizationof this Agreement), the Maturity Date and (y) after a Securitizationapplicable Prepayment Fee. Without limiting the aforesaid, the end upon any payment of the Interest Accrual Period in which Loan on any day that is not a Scheduled Payment Date (regardless of the Maturity Date falls source of such prepayment and whether voluntary, by acceleration or otherwise), Borrower shall pay Lender the Breakage Amount.
(calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Periode) and in each case Unless otherwise specified, all other amounts then due payable to Lender under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Datewithin ten (10) days after written request or invoice.
(cf) If all or any portion Lender shall have the right from time to time, in its sole discretion, upon not less than ten (10) days prior written notice to Borrower, to change the Scheduled Payment Date to a different calendar day provided such amended Scheduled Payment Date shall not be earlier than the fifth (5th) day of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)each calendar month and, if requested by Lender, Borrower shall pay promptly execute an amendment to this Agreement to evidence such change; provided, however, that if Lender an amount equal shall have elected to change the applicable Spread Maintenance PremiumScheduled Payment Date as aforesaid, Lender shall have the option, but not the obligation, to adjust the Interest Period and the Determination Date accordingly. Amounts received in respect of All amounts due pursuant to this Agreement and the Indebtedness during the continuance of an Event of Default other Loan Documents shall be applied toward interestpayable without setoff, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payablecounterclaim, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration defense or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penaltydeduction whatsoever.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan and Security Agreement (Stratus Properties Inc)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum (the “Interest Rate”) equal to (i) at any time the Loan is a LIBOR Loan, the sum of the Spread plus the greater of (x) 0.99% (99 basis points) or (y) LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and Period (ii) except that at any time that the Loan is a Prime Rate Loan, such rate per annum shall be the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that Spread; and in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e1.2(d), the Loan shall at all times be a LIBOR Loan. On each Payment Date, Borrower shall additionally pay to Lender an administrative fee (the “Administrative Fee”) that shall be calculated in respect of each interest accrual period in the same manner as interest hereunder, at a rate per annum equal to 0.05% (5 basis points) of the Principal Indebtedness, computed on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period. The Administrative Fee shall start to accrue on the Closing Date and shall be payable in arrears on each Payment Date until the Loan is repaid in full in accordance herewith. For avoidance of doubt, the Administrative Fee shall be paid in the same manner and amount, and at the same times, as if it were a 5 basis point increase in the Interest Rate. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest and the Administrative Fee from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest or Administrative Fee will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1 (including any prepayment under Section 1.1(d) in accordance with Section 2.1, Section 2.3 and Section 5.4 and ) (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.in
Appears in 1 contract
Samples: Loan Agreement (Aspen REIT, Inc.)
Interest and Principal. (a) On each Payment Date prior to the Initial Principal Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal the applicable Interest Rate (except that in each case, interest shall be payable on the Indebtedness, including due and unpaid interest, at the Default Rate with respect to (i) at any time the Loan is a LIBOR Loan, the sum portion of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual PeriodPeriod falling during the continuance of an Event of Default). Commencing with the Initial Principal Payment Date, plus and on each and every Payment Date thereafter, Borrower shall pay to Lender a constant monthly payment of $445,410.72, which amount shall be applied first toward the payment of interest on each Note for the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus Period at the applicable Prime Interest Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes or Note Components pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than ten Business Days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon accrued on the amount prepaid, plus the amount of interest that would have accrued on the amount prepaid if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)prior to the Prepayment Period, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium; provided, however, that no Yield Maintenance Premium shall be due and payable with respect to any prepayment of the Loan as a result of a Casualty or Condemnation, so long as no Event of Default is continuing. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueDate, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% four percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to interest in arrears on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date.
(b) No prepayments The Loan may be repaid in whole (but not in part, except pursuant to the immediately succeeding sentence) at any time and from time to time, to the extent not prohibited by any agreement governing other Permitted Debt of the Borrower. The Loan must be repaid in connection with a release of a Property pursuant to Section 2.1, in the amount required thereby. All repayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with accompanied by all interest thereon accrued on the amount repaid through (x) prior to a Securitizationand including the date of such repayment, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case plus all other amounts then due under the Loan Documents Documents. The entire 2017 Loan Principal Indebtedness, together with interest through the 2017 Loan Maturity Date and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the 2017 Loan Maturity Date.
. Failure to repay the 2017 Loan Principal Indebtedness in accordance with the immediately preceding sentence shall be an immediate and automatic Event of Default and the entirety of the Loan (cincluding the 2017 Loan Principal Indebtedness, 2018 Loan Principal Indebtedness and all other Indebtedness) If shall be immediately due and payable in accordance with the terms of this Agreement. The entire 2018 Loan Principal Indebtedness, together with interest through the 2018 Loan Maturity Date and all or other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the 2018 Loan Maturity Date. Interest will cease to accrue on any portion of the Principal Indebtedness is paid that has been repaid to Lender during Lenders at the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts time such repayment has been received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penaltyLenders.
(dc) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent paymentRate.
(ed) In the event that Lender shall determine in its reasonable discretion that Any and all payments by reason or on account of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan any obligation of Borrower hereunder shall be converted to a Prime Rate Loan effective made without deduction or withholding for any taxes, except as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower required by telephone at least one day prior law; provided that to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed extent any deduction or withholding is so required by Lender in writing). Iflaw, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan Borrower shall be converted entitled to a LIBOR Loan effective as of so deduct or withhold the commencement of the Interest Accrual Period following the date of amounts required to be withheld or deducted from any such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loanpayment.
Appears in 1 contract
Samples: Loan Agreement (Sears Holdings Corp)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 10 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior to accrued on the amount prepaid, plus if such prepayment is not made on a SecuritizationPayment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued on the amount prepaid had the Loan remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with 2 days’ writing notice to Lender (subject to payment of any actual and documented out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. In connection with the application of Loss Proceeds towards the prepayment of the Principal Indebtedness pursuant to Section 5.16 following a Casualty or Condemnation, any such prepayment shall be applied to reduce the Allocated Loan Amount of the affected Property, and Borrower shall have the right, within 120 days after the application of the Loss Proceeds to the Principal Indebtedness, to obtain a release of the affected Property or Properties from the Lien of the Mortgage by making a partial prepayment of the Principal Indebtedness (without the payment of any Yield Maintenance Premium) in an amount equal to the Allocated Loan Amount of such Property or Properties less the amount of Loss Proceeds applied to the Principal Indebtedness; provided that after giving effect to the release of the affected Property or Properties, the Lender 80% Determination shall have been satisfied.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)prior to the Prepayment Period, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium, provided, however, that no Yield Maintenance Premium shall be due and payable with respect to any prepayment of the Loan as a result of a Casualty or Condemnation, so long as no Event of Default is continuing. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, if any, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender Lender, in connection with any prepayment (other than as a result of Casualty or Condemnation) prior to the Prepayment Period, for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the such prepayment and is not a penalty.
(d) Any payments From and after the occurrence and during the continuance of interest and/or principal not paid when due hereunder an Event of Default, the Indebtedness shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if amounts not paid when duedue hereunder (after any applicable cure period, when paid if any), Borrower shall be accompanied by pay to Lender a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
payment (e) In the event except that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan no late fee shall be converted to payable in respect of a Prime Rate Loan effective as late payment of the commencement of Principal Indebtedness on the Interest Accrual Period following the date of such determinationMaturity Date, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writingwhether or not accelerated). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Parkway, Inc.)
Interest and Principal. (a) The principal balance of the Loan shall bear interest at the applicable Interest Rate. Interest shall accrue on the principal balance of the Loan, from time to time, based on a 360 day year and charged for the actual number of days outstanding. On each Scheduled Payment Date, Borrower shall pay to Lender (the Scheduled Payment. Lender is authorized and directed to be applied apply funds in the Operating Account to pay each Note Scheduled Payment on a pro rata, pari passu basis) interest on the Principal Indebtedness for or before the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Scheduled Payment Date.
(b) No prepayments of Borrower shall pay all Indebtedness, including the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtednessprincipal balances of Loan A or Loan B, together with as the case may be, all interest thereon through (x) prior to a SecuritizationAccrued Interest and all Charges, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the applicable Maturity Date.
(c) If all or any portion of Notwithstanding the Principal Indebtedness is paid to Lender during foregoing, following the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance occurrence of an Event of Default, interest shall accrue at the Default shall be applied toward interestRate. Without limitation of the foregoing, principal all payments, reimbursements and other components of amounts due from Borrower to Lender under the Indebtedness (in such order as Loan Documents not paid when due shall bear interest at the Default Rate from the date when due until the date when received by Lender. Acceptance by Lender shall determine) before any such amounts are applied toward and payment by Borrower at the Default Rate is not a permitted alternative to the full and timely payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is all amounts due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if under the Loan is prepaid; (iii) it will be extremely difficult Documents and impractical to ascertain the extent of shall not limit or prejudice Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; rights and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penaltyremedies for non-payment.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert prepay the Indebtedness in whole or in part at any time without premium or penalty. If Borrower shall elect to make a LIBOR prepayment, Borrower shall give no less than 10 days prior Notice to Lender of the date on which Borrower proposes to make such prepayment. If any prepayment made by Borrower is not sufficient to pay the Indebtedness in full, then such prepayment shall be applied to the Indebtedness for Loan A or Loan B, as the case may be, in the inverse order of maturity. No partial payment of either Loan A or Loan B shall operate to a Prime Rate Loandefer or reduce the Scheduled Payments next due and payable.
Appears in 1 contract
Samples: Loan and Security Agreement (Gc Net Lease Reit, Inc.)
Interest and Principal. (a) On each Payment Date prior to the Initial Principal Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including including, without limitation, due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling upon the occurrence and during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). On the Closing Date, Borrower shall pay interest from and including, without limitation, the Closing Date through the end of the first Interest Accrual Period. Interest payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period. Commencing with the Initial Principal Payment Date, and on each and every Payment Date thereafter, Borrower shall pay to Lender a constant monthly payment of $370,385.04, which amount shall be applied first toward the payment of interest on each Note for the applicable Interest Accrual Period at the applicable Interest Rate (except that in each case, interest shall be payable at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As , and the balance shall be applied toward the reduction of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end outstanding principal balances of the first Interest Accrual Period, Notes pro rata in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Dateaccordance with their then outstanding principal balances.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.. | NY\1631294.13 mle xx xxxx Loan Agreement||
(c) If all or any portion of the Principal Indebtedness is paid to Lender during prior to the Spread Maintenance Prepayment Period following acceleration of the Loan (except other than as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness upon the occurrence and during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment payment of the Principal Indebtedness or any portion thereof on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% three percent (3%) of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Cole Credit Property Trust III, Inc.)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $271,246.00, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior accrued on the amount prepaid, plus, to the extent the prepayment is made on a Securitizationdate other than a Payment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued thereon if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. For purposes of subsection (b)(ii) if the Payment Date on which Borrower plans to prepay the Loan is not a Business Day, Borrower may prepay the Loan on the immediately preceding Business Day. Borrower's notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days' written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result after the occurrence of a Casualty or Condemnation)an Event of Default, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $129,460.25, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes or Note Components pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior to accrued on the amount prepaid, plus if the prepayment is made on a Securitizationdate other than a Payment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued on the amount prepaid if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower's notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days' written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. In addition, notwithstanding anything to the contrary contained herein, if Borrower shall be required to prepay a portion of the Indebtedness due to a Casualty or Condemnation in accordance with the terms and provisions of Section 5.16(f), Borrower shall have the right to prepay the balance of the Indebtedness in accordance with the other terms and provisions of this Section 1.2(b), without the obligation to pay the Yield Maintenance Premium or any other prepayment fee or penalty, provided such prepayment is made by Borrower within 120 days of the prepayment under Section 5.16(f) and Borrower delivers notice to Lender of its intention to prepay the balance within thirty (30) days of Borrower's receipt of written notice of such application by Lender under Section 5.16(f).
(c) If Except as otherwise set forth in this Agreement, if all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueDate, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital - Retail Centers of America, Inc.)
Interest and Principal. (a) On Commencing with the Initial Payment Date and on each and every Payment DateDate thereafter, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus PLUS the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but and unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of Interest accruing for the first Interest Accrual Period, in lieu of making such payment Period shall be prepaid on the first Payment Date following the Closing Date (unless from the Closing Date falls on a Payment Date, in which case, no interest will Loan proceeds otherwise to be collected disbursed to Borrower at Closing. Interest payable hereunder shall be computed on the Closing Datebasis of a 360-day year and the actual number of days elapsed. All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Datewithout any deduction for, any setoffs or counterclaims.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 as provided in SECTIONS 2.1 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.165.16(d). The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) Upon written notice from Lender to Borrower (the "COMPONENTIZATION NOTICE"), the Note will be deemed to have been subdivided (retroactively as of the Closing) into multiple components ("NOTE COMPONENTS"). Each Note Component shall have such notional balance (a "COMPONENT BALANCE") as Lender shall specify in the Componentization Notice and an interest rate equal to the sum of LIBOR plus such amount as Lender shall specify in the Componentization Notice (each such amount, a "COMPONENT SPREAD"); PROVIDED that (i) the sum of the Component Balances of all Note Components shall equal the then-outstanding Principal Indebtedness, and (ii) the initial weighted average of the Component Spreads, weighted on the basis of their respective Component Balances, shall equal the percentage set forth in clause (i) of the definition of "Spread". If requested by Lender, each Note Component shall be represented by a separate physical Note. Borrower shall execute and return to Lender each such Note within two Business Days after Borrower's receipt of an execution copy thereof.
(d) Any payments of interest not paid when due hereunder shall bear interest at the applicable Default Rate and, when paid, shall be accompanied by a late fee in an amount equal to 3% times the amount of such late payment. Borrower acknowledges that (i) a delinquent payment will cause damage to Lender; (ii) the late fee is intended to compensate Lender for the loss of use of the delinquent payment and the expense incurred and time and effort associated with recovering the delinquent payment; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender's damages caused by the delinquency; and (iv) the late fee represents Lender's and Borrower's reasonable estimate of Lender's damages from the delinquency and is not a penalty.
(e) If all or any portion of the Principal Indebtedness Loan is paid to Lender during the Spread Maintenance Period repaid following acceleration of the Loan (except as a result resulting from an Event of a Casualty or Condemnation)Default that occurs prior to the end of the Lockout Period, Borrower shall pay to Lender an amount equal to the applicable Spread Event of Default Yield Maintenance Premium. Amounts received in respect of the Indebtedness during following the continuance acceleration of an Event of Default the Loan shall be applied toward interest, principal and other the components of the Indebtedness (in such order sequence as Lender shall determine) before any such amounts are applied elect in its sole discretion or, at Lender's sole discretion, toward the payment of any Spread Maintenance Premium that is due Taxes, Operating Expenses and payableCapital Expenditures, with the result that any Spread Event of Default Yield Maintenance Premium that is due and payable Premiums shall accrue as until the Principal Indebtedness is repaid after acceleration of the Loan but no amount received from Borrower shall constitute payment of a Spread an Event of Default Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid Lender in fullits sole discretion so determines. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Event of Default Yield Maintenance Premium is intended to compensate Lender for the loss of its their investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of the Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Event of Default Yield Maintenance Premium represents the Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from for the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Las Vegas Sands Inc)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of Interest accruing for the first Interest Accrual Period, in lieu of making such payment Period shall be prepaid on the first Payment Date following the Closing Date (unless from the Closing Date falls on a Payment Date, in which case, no interest will Loan proceeds otherwise to be collected disbursed to Borrower at Closing. Interest payable hereunder shall be computed on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) basis of a 360-day year and the next payment actual number of interest shall be due and payable on the next subsequent Payment Datedays elapsed.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 as provided in Sections 2.1 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.165.16(d). The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date, as such date may be extended pursuant to Section 1.2(b).
(c) If all or any portion Upon written notice from Lender to Borrower (the “Componentization Notice”), the Note will be deemed to have been subdivided (retroactively as of the Principal Indebtedness is paid to Closing) into multiple components (“Note Components”). Each Note Component shall have such notional balance (a “Component Balance”) as Lender during shall specify in the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender Componentization Notice and an amount interest rate equal to the applicable Spread Maintenance Premium. Amounts received sum of LIBOR plus such amount as Lender shall specify in respect the Componentization Notice (each such amount, a “Component Spread”); provided that (i) the sum of the Indebtedness during Component Balances of all Note Components shall equal the continuance then-applicable Principal Indebtedness, and (ii) except following a prepayment as the result of an Event of Default or as a result of the application of Loss Proceeds in connection with a Casualty or Condemnation(x) all payments of interest and principal hereunder shall be applied toward interest, principal to the Note Components on a pro rata basis and other components (y) the weighted average of the Indebtedness (Component Spreads, weighted on the basis of their respective Component Balances, shall equal the percentage set forth in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that clause (i) a prepayment during of the Spread Maintenance Period will cause damage to definition of “Spread”. If requested by Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not each Note Component shall be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused represented by a prepayment separate physical Note (and subject to any intercreditor agreement among Lender, Junior Mezzanine Lender and/or any Encumbered Property Lender, and/or any co-lender agreement among the Lenders hereunder, all payments of interest and principal hereunder shall be applied to the Notes on a pro rata basis). Borrower shall execute and return to Lender each such Note within a reasonable period of time, but in any event not in excess of four Business Days after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate receipt of Lender’s damages from the prepayment and is not a penaltyan execution copy thereof.
(d) Any payments of interest and/or and principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when duepaid, when paid shall be accompanied by a late fee in an amount equal to 4% times the lesser of 5% amount of such unpaid sum and the maximum amount permitted by applicable law, late payment in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In . Borrowers shall have no obligation hereunder to pay Default Rate interest or a late charge if such failure to timely make a payment is due to Lender not complying with its obligations under Article 3 hereof and the event that Lender Cash Management Agreement and no Default or Event of Default shall determine in its reasonable discretion that result under the Loan Documents by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Gramercy Capital Corp)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness outstanding principal balance of each Note or Note Component for the applicable entire Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time LIBOR Spread; provided that if the Loan is a has been converted to an Alternate Rate Loan or Prime Rate Loan, such rate per annum shall instead be the sum of the Alternate Rate Index or Prime Rate, respectively, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Alternate Rate Spread or Prime Rate Spread (except Spread, respectively, in each case subject to the proviso that in each caseno event shall the rate per annum of any Note or Note Component be less than the LIBOR Spread corresponding to such Note or Note Component while the Loan was a LIBOR Loan. Together with the interest payment required pursuant to the immediately preceding sentence, Borrower shall pay to Lender all amounts required to be reserved by Lender on the applicable Payment Date pursuant to Article III of this Agreement. Notwithstanding the foregoing, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e1.2(d), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, Period in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date.. 39 [AM_ACTIVE 400655008_12]
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 2.1 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of From and after the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness occurrence and during the continuance of an Event of Default shall be applied toward interestDefault, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if amounts not paid when duedue hereunder, when paid Borrower shall be accompanied by pay to Lender a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent paymentpayment (except that no late fee shall be payable in respect of a late payment of the Principal Indebtedness on the Maturity Date, whether or not accelerated).
(ed) In the event If Lender determines in good faith as of any Interest Determination Date that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, (x) adequate and reasonable means do not exist for ascertaining LIBOR and (y) LIBOR has been succeeded by an Alternate Rate Index, then the Loan shall be converted to an Alternate Rate Loan effective as of the first day of the Interest Accrual Period corresponding to such Interest Determination Date and such conversion shall be permanent. However, if Lender determines in accordance with good faith as of any Interest Determination Date that (x) adequate and reasonable means do not exist for ascertaining LIBOR but (y) LIBOR has not been succeeded by an Alternate Rate Index (or LIBOR had previously been succeeded by an Alternate Rate Index but Lender determines in good faith that adequate and reasonable means no longer exist for ascertaining the definition thereofAlternate Rate Index), then the Loan shall be converted to a Prime Rate Loan effective as of the commencement first day of the Interest Accrual Period following the date of corresponding to such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing)Date. If, pursuant to this Section, If any portion of the Loan has been converted to a Prime Rate Loan pursuant to this Section and Lender thereafter determines in its reasonable discretion as of any Interest Determination Date that the events LIBOR or circumstances that resulted in such conversion are no longer applicablean Alternate Rate Index is then available, then the Loan shall be converted to a LIBOR Loan effective or Alternate Rate Loan, as applicable, as of the commencement first day of the Interest Accrual Period following the date of corresponding to such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing)Date. Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable actual and documented out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes , including interest or Note Components pursuant fees payable by Lender to Section 1.1(c), upon any conversion lenders of the funds obtained by it in order to maintain a LIBOR Loan pursuant to this Section the interest rate applicable to such Notes (or Note Components shall be proportionately adjusted to reflect such conversionAlternate Rate Loan) hereunder. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to an Alternate Rate Loan or Prime Rate Loan, to convert an Alternate Rate Loan to a LIBOR Loan or a Prime Rate Loan, or to convert a Prime Rate Loan to an Alternate Rate Loan or a LIBOR Loan.
(e) If all or any portion of the Principal Indebtedness is paid to Lender prior to the Permitted Prepayment Date following acceleration of the Loan, Borrower shall pay to Lender an amount equal to the applicable Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) 40 [AM_ACTIVE 400655008_12]
Appears in 1 contract
Samples: Loan Agreement (Hartman Short Term Income Properties XX, Inc.)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date.). 33
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 10 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior to accrued on the amount prepaid, plus if such prepayment is not made on a SecuritizationPayment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued on the amount prepaid had the Loan remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with 2 days’ writing notice to Lender (subject to payment of any actual and documented out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section
2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. In connection with the application of Loss Proceeds towards the prepayment of the Principal Indebtedness pursuant to Section 5.16 following a Casualty or Condemnation, any such prepayment shall be applied to reduce the Allocated Loan Amount of the affected Property, and Borrower shall have the right, within 120 days after the application of the Loss Proceeds to the Principal Indebtedness, to obtain a release of the affected Property or Properties from the Lien of the Mortgage by making a partial prepayment of the Principal Indebtedness (without the payment of any Yield Maintenance Premium) in an amount equal to the Allocated Loan Amount of such Property or Properties less the amount of Loss Proceeds applied to the Principal Indebtedness; provided that after giving effect to the release of the affected Property or Properties, the Lender 80% Determination shall have been satisfied.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)prior to the Prepayment Period, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium, provided, however, that no Yield Maintenance Premium shall be due and payable with respect to any prepayment of the Loan as a result of a Casualty or Condemnation, so long as no Event of Default is continuing. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, if any, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender Lender, in connection with any prepayment (other than as a result of Casualty or Condemnation) prior to the Prepayment Period, for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the such prepayment and is not a penalty.. 34
(d) Any payments From and after the occurrence and during the continuance of interest and/or principal not paid when due hereunder an Event of Default, the Indebtedness shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if amounts not paid when duedue hereunder (after any applicable cure period, when paid if any), Borrower shall be accompanied by pay to Lender a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
payment (e) In the event except that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan no late fee shall be converted to payable in respect of a Prime Rate Loan effective as late payment of the commencement of Principal Indebtedness on the Interest Accrual Period following the date of such determinationMaturity Date, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writingwhether or not accelerated). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Parkway, Inc.)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $357,259.23, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that that, in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result after the occurrence of a Casualty or Condemnation)an Event of Default, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when duepaid, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% five percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $859,227.69, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes or Note Components pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon through (x) prior to accrued on the amount prepaid, plus if the prepayment is made on a Securitizationdate other than a Payment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued on the amount prepaid if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower's notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days' written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. In addition, notwithstanding anything to the contrary contained herein, if Borrower shall be 49125-481/Block 21 (TX) required to prepay a portion of the Indebtedness due to a Casualty or Condemnation in accordance with the terms and provisions of Section 5.16(f) prior to the end of the Lockout Period, Borrower shall have the right to prepay the balance of the Indebtedness in accordance with the other terms and provisions of this Section 1.2(b), without the obligation to pay the Yield Maintenance Premium or any other prepayment fee or penalty, provided such prepayment is made by Borrower within 120 days of the prepayment under Section 5.16(f) and Borrower delivers notice to Lender of its intention to prepay the balance within thirty (30) days of Borrower's receipt of written notice of such application by Lender under Section 5.16(f).
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueDate, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of five percent (5% %) of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Date Borrower shall pay to Lender (to a constant monthly payment of $278,089.31, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 15 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except or as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% three percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $106,478.79, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon accrued on the amount prepaid, plus the amount of interest that would have accrued on the amount prepaid if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor as a result of acceleration, amounts which , when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of five percent (5% %) of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Interest and Principal. (a) On Commencing with the Initial Payment Date and on each and every Payment DateDate thereafter, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the applicable Interest Determination Date immediately preceding such Interest Accrual PeriodDate, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan Interest payable hereunder shall at all times be a LIBOR Loan. Notwithstanding the foregoing, computed on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end basis of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on the next subsequent Payment Datedays elapsed.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section as provided in Sections 2.1, Section 2.3 2.2 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.165.16(e). The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the applicable Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the applicable Maturity Date.
(c) If all or Upon written notice from any portion Lender to Borrower (the “Componentization Notice”), the Note will be deemed to have been subdivided (retroactively as of the Principal Indebtedness is paid to Closing) into multiple components (“Note Components”). Each Note Component shall have such notional balance (a “Component Balance”) as Lender during shall specify in the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender Componentization Notice and an amount interest rate equal to the applicable Spread Maintenance Premium. Amounts received sum of LIBOR plus such amount as Lender shall specify in respect the Componentization Notice (each such amount, a “Component Spread”); provided that (i) the sum of the Indebtedness Component Balances of all Note Components relating to the Note so subdivided shall equal the then-outstanding principal amount of such Note, (ii) the initial weighted average of the Component Spreads of all Note Components relating to the Note, weighted on the basis of their respective Component Balances, shall equal the percentage set forth in clause (i) of the definition of “Spread”, and (iii) the Componentization Notice shall not contain terms, provisions and clauses that are less favorable to Borrower or its applicable Affiliate than those contained in the Loan Documents as of the date hereof or which increase the obligations, or decrease the rights, of Borrower or its Affiliates hereunder or under any of the other Loan Documents (in each case other than the effects of an increase in the weighted average spread of the Component Spreads that may result from the sequential application of a prepayment (x) during the continuance of an Event of Default or (y) on account of Loss Proceeds, to the extent applied to prepay a portion of the Loan in accordance with Section 5.16). If requested by the Lender, each Note Component shall be applied toward interestrepresented by a separate physical Note. Borrower shall have three Business Days from receipt of a Componentization Notice to object to same, it being understood that the sole basis on which Borrower may so object shall be that the requirements set forth in this subparagraph (c) have not been satisfied. Borrower shall execute and return to Lender replacement Notes reflecting such componentization within five Business Days after Borrower’s receipt of execution copies thereof.
(d) Other than in the case of payments in respect of principal and other components due on the Maturity Date or upon acceleration of the Indebtedness (Loan hereunder, any payments of interest not paid when due hereunder shall bear interest at the applicable Default Rate and, when paid, shall be accompanied by a late fee in an amount equal to 2% times the amount of such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in fulllate payment. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period delinquent payment will cause damage to Lender; (ii) the Spread Maintenance Premium late fee is intended to compensate Lender for the loss of its investment use of the delinquent payment and the expense incurred and time and effort associated with making recovering the Loan, which will not be fully repaid if the Loan is prepaiddelinquent payment; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Perioddelinquency; and (iv) the Spread Maintenance Premium late fee represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment delinquency and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (American Casino & Entertainment Properties LLC)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (the Monthly Debt Service Payment Amount by remitting such amount to the Cash Management Account or such other account as Lender shall direct, which amount shall be applied to toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, Period in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 15 days prior written notice and/or (iii) a prepayment in connection with the release of the Xxxxxxxx Property pursuant to Section 2.4; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ prior written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except or as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% three percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On Commencing with the Initial Payment Date and on each and every Payment DateDate thereafter, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the portion of the Principal Indebtedness evidenced by the Note for the applicable Interest Accrual Period in which such Payment Date falls at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the applicable Interest Determination Date immediately preceding such Interest Accrual PeriodDate, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan Interest payable hereunder shall at all times be a LIBOR Loan. Notwithstanding the foregoing, computed on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end basis of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on the next subsequent Payment Datedays elapsed.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described otherwise expressly provided in Section 5.16this Agreement. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion Upon written notice from Lender to Borrower (the “Componentization Notice”), the Note will be deemed to have been subdivided (retroactively as of the Principal Indebtedness is paid to Closing) into multiple components (“Note Components”). Each Note Component shall have such notional balance (a “Component Balance”) as Lender during shall specify in the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender Componentization Notice and an amount interest rate equal to the applicable Spread Maintenance Premium. Amounts received sum of LIBOR plus such amount as Lender shall specify in respect the Componentization Notice (each such amount, a “Component Spread”); provided that (i) the sum of the Indebtedness Component Balances of all Note Components relating to the Note shall equal the principal balance of such Note immediately prior to such subdivision, (ii) the initial weighted average of the Component Spreads of all Note Components relating to the Note, weighted on the basis of their respective Component Balances, shall equal the percentage set forth in clause (i) of the definition of “Spread” and (iii) the Componentization Notice shall not contain terms, provisions and clauses that are less favorable to Borrower than those contained in the Loan Documents as of the date hereof or which increase the obligations, or decrease the rights, of Borrower or any of its Affiliates hereunder or under any of the other Loan Documents (in each case, other than the effects of an increase in the weighted average spread of the Component Spreads that may result from the sequential application of a prepayment (x) during the continuance of an Event of Default and (y) on account of Loss Proceeds, to the extent applied to prepay a portion of the Loan in accordance with Section 5.16). If requested by Lender, each Note Component shall be applied toward interestrepresented by a separate physical Note. Borrower shall have three Business Days from receipt of a Componentization Notice to object to same, principal it being understood that the sole basis on which Borrower may so object shall be that the requirements set forth in this subparagraph (c) have not been satisfied. Borrower shall execute and other components return to Lender a replacement Note reflecting such componentization within five Business Days after Borrower’s receipt of execution copies thereof. Subject to the terms of the Indebtedness Cooperation Agreement, the foregoing shall be at Lender’s expense, except that Borrower shall pay its own legal fees in respect thereof in an amount not to exceed $100,000 in the aggregate (and, Lender, in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due addition to paying all other costs and payable, expenses in connection with the result that any Spread Maintenance Premium that is due and payable foregoing, shall accrue as the Principal Indebtedness is repaid but no amount received from pay all reasonable legal fees of Borrower shall constitute payment of a Spread Maintenance Premium until the remainder in connection therewith in excess of the Indebtedness first $100,000 of legal fees payable by Borrower in respect thereof).
(d) Other than in the case of the payment in respect of principal due on the Maturity Date or upon acceleration of the Loan during the continuance of an Event of Default, any payments of interest not paid when due hereunder shall have been paid bear interest at the applicable Default Rate and, when paid, shall be accompanied by a late fee in fullan amount equal to 3% times the amount of such late payment. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period delinquent payment will cause damage to Lender; (ii) the Spread Maintenance Premium late fee is intended to compensate Lender for the loss of its investment use of the delinquent payment and the expense incurred and time and effort associated with making recovering the Loan, which will not be fully repaid if the Loan is prepaiddelinquent payment; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Perioddelinquency; and (iv) the Spread Maintenance Premium late fee represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment delinquency and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (W2007 Grace Acquisition I Inc)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to a constant monthly payment of $503,738.33, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes or Note Components pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than ten Business Days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest thereon accrued on the amount prepaid, plus the amount of interest that would have accrued on the amount prepaid if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)during the Lockout Period, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium; provided, however, that no Yield Maintenance Premium shall be due and payable with respect to any prepayment of the Loan as a result of a Casualty or Condemnation, so long as no Event of Default is continuing. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueDate, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% four percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis, if applicable) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated only after a Securitization as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and and, in each case case, all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
(f) In the event of a sale (including a foreclosure sale), refinancing, Transfer, or other disposition or liquidation of any or all of the Mortgage Loan Collateral, in each case, during the continuance of, or resulting in, an Event of Default, except to the extent otherwise permitted hereunder or under the Mortgage Loan Documents, Borrower shall cause to be paid to Lender as a mandatory prepayment of the Loan, all amounts paid to and actually received by or on behalf of Mortgage Borrower, Borrower or any of their respective Affiliates in connection therewith (and to the extent such amounts are not deposited with Mortgage Lender), less any amounts required or permitted to be held by or for the benefit of or delivered to Mortgage Lender pursuant to the Mortgage Loan Documents.
(g) In the event that (i) proceeds are realized by Borrower, Mortgage Borrower or any of their respective Affiliates under Mortgage Borrower’s policy of title insurance with respect to a claim made thereunder, and (ii) such proceeds are not required or permitted to be held by or for the benefit of or delivered to Mortgage Lender, then Borrower shall cause to be remitted to Lender the amount of such proceeds, less any amount required to cure the applicable title defect and Borrower’s or Mortgage Borrower’s reasonable out-of-pocket expenses incurred in connection with effectuating such claim and curing such title defect, and such amount shall be held by Lender in an Eligible Account as additional Collateral for the Loan or if there has been a cure of the foregoing title defect and no Event of Default is then continuing, such funds shall be returned to Borrower.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date prior to the Initial Principal Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on . Commencing with the first Payment Date following the Closing Date (unless the Closing Date falls on a Initial Principal Payment Date, in which caseand on each and every Payment Date thereafter, no interest will be collected on the Closing Date, and Borrower shall make pay to Lender a constant monthly payment of $5,172,387.70, which amount shall be applied first toward the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest on each Note for the applicable Interest Accrual Period at the applicable Interest Rate (except that in each case, interest shall be due payable at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default), and the balance shall be applied toward the reduction of the outstanding principal balances of the Notes pro rata in accordance with their then outstanding principal balances. Interest payable hereunder shall be computed on the next subsequent Payment Datebasis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to scheduled amortization as described in Section 2.11.2(a), Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(c), together with and (iii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 30 days prior written notice; provided that any prepayment under this clause (iii) shall be accompanied by all interest thereon through (x) prior to accrued on the amount prepaid plus, if such prepayment does not occur on a SecuritizationPayment Date, the Maturity Date and (y) after a Securitization, amount of interest that would have accrued thereon if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. If a prepayment notice is delivered to Lender and such prepayment is not made within 30 days of the date specified therein, (x) Borrower’s notice of prepayment shall be deemed rescinded, and (y) Borrower shall, at the end of such 30 day period, pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission. In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest accrued thereon and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness (other than scheduled amortization as described in Section 1.2(a) and prepayments resulting from Casualty or Condemnation as described in Section 5.16(d)) is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid prepaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any regularly scheduled payments of interest and/or principal (excluding payments of principal at maturity) not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when duepaid, when paid shall be accompanied by a late fee in an amount equal to 4% times the lesser of 5% amount of such unpaid sum and the maximum amount permitted by applicable law, late payment in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Interest and Principal. (a) On Commencing with the Initial Payment Date and on each and every Payment DateDate thereafter, Borrower shall pay to Lender pay:
(to be applied to each Note on a pro rata, pari passu basisi) interest on the Senior Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Senior Spread (except that in each case, interest shall be payable on the Senior Indebtedness, including due but and unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As ;
(ii) interest on the Junior Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to the sum of LIBOR, determined as of the Closing DateInterest Determination Date immediately preceding such Interest Accrual Period, plus the Loan is a LIBOR Loan, and Junior Spread (except as provided in Section 1.2(e), the Loan that interest shall at all times be a LIBOR Loan. Notwithstanding the foregoing, payable on the Closing DateJunior Indebtedness, Borrower shall pay interest from including due and including unpaid interest, at the Closing Date through Default Rate with respect to any portion of such Interest Accrual Period falling during the end continuance of an Event of Default); and
(iii) the Monthly Unfunded Fee, if any. Interest accruing for the first Interest Accrual Period, in lieu of making such payment Period shall be prepaid on the first Payment Date following the Closing Date (unless from the Closing Date falls on a Payment Date, in which case, no interest will Loan proceeds otherwise to be collected disbursed to Borrower at Closing. Interest payable hereunder shall be computed on the Closing Datebasis of a 360-day year and the actual number of days elapsed. All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Datewithout any deduction for, any setoffs or counterclaims.
(b) No prepayments On each Payment Date falling in the first month of a Fiscal Quarter (other than the Payment Date in January 2005), Borrower shall make a principal repayment of the Loan in the amount of $2 million, which shall be permitted except for applied toward the reduction of the Junior Principal Indebtedness.
(ic) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all accrued but unpaid interest thereon through (x) prior to a Securitization, but excluding the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(cd) Upon the occurrence of any initial public offering in respect of Republic Properties Corporation or any of its affiliates, the Loan shall immediately become due and payable and shall be repaid from the proceeds thereof, which repayment shall be accompanied by all accrued and unpaid interest thereon (plus, if not occurring on a Payment Date, the amount of interest that would have accrued on the amount repaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment occurs) and all other amounts then due and payable hereunder and under the other Loan Documents.
(e) If all RKB Borrower, RPT Holding LLC or any portion RKB Subsidiary shall receive any Net RKB Capital Event Proceeds prior to the time that the Junior Indebtedness has been reduced to zero, RKB Borrower shall cause such Net RKB Capital Event Proceeds to be remitted directly to Lender on the date such Net RKB Capital Event Proceeds are received by such RKB Subsidiary, and such amounts shall be applied toward the prepayment of the Junior Principal Indebtedness is paid to Lender during Indebtedness. Any and all such prepayments shall be accompanied by all accrued and unpaid interest thereon (plus, if not occurring on a Payment Date, the Spread Maintenance Period following acceleration amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Loan Interest Accrual Period in which such prepayment is made).
(except as f) Any payments of interest and principal (other than the balloon payment due on the Maturity Date) not paid within two (2) days of (and including) the date on which it is due hereunder shall, when paid, be accompanied by a result of a Casualty or Condemnation), Borrower shall pay to Lender late fee in an amount equal to 5% times the amount of such late payment. In addition, any payments of interest and principal not paid on the date on which it is due hereunder shall bear interest at the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in fullRate. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period delinquent payment will cause damage to Lender; (ii) the Spread Maintenance Premium late fee is intended to compensate Lender for the loss of its investment use of the delinquent payment and the expense incurred and time and effort associated with making recovering the Loan, which will not be fully repaid if the Loan is prepaiddelinquent payment; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Perioddelinquency; and (iv) the Spread Maintenance Premium late fee represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment delinquency and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower Each Advance under the Revolving Credit shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) bear interest on the Principal Indebtedness for the applicable Interest Accrual Period until such Advance is paid in full at a rate per annum equal to to, at the Borrower's option: (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, Base Rate plus the applicable Spread and Applicable Spread; or (ii) at any time the Loan is a Prime rate determined by the Agent to be the LIBOR Rate Loan, the sum of the Prime Rate, determined as of the for such LIBOR Interest Determination Date immediately preceding such Interest Accrual Period, Period plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment DateApplicable Spread.
(b) No prepayments of the Loan The Borrower shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described pay accrued interest on each Base Rate Advance in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender arrears on the first Banking Day of each calendar month and on its Maturity Date, with the first such payment due on the earlier of such date after the respective Advance is made.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), The Borrower shall pay to Lender an amount equal to accrued interest on each LIBOR Advance on the applicable Spread Maintenance PremiumMaturity Date for such Advance, provided that if a LIBOR Interest Period is six (6) months, accrued interest shall also be paid three (3) months following the date of making such Advance and on the Maturity Date of such Advance. Amounts received in respect of the Indebtedness during the continuance of an Event of Default Interest on LIBOR Advances shall be applied toward interest, principal and other components of computed on the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment basis of a Spread Maintenance Premium until the remainder year of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment 360 days and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penaltyon actual days elapsed.
(d) Any payments of interest and/or principal not paid when due Each Base Rate Advance shall be for such period as the Borrower shall determine; provided, that no Base Rate Advance made hereunder shall bear interest at the applicable Default Rate from and may have a Maturity Date after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent paymentTermination Date.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). The Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender the principal of each Advance in making any conversion in accordance with this Section. In full on its Maturity Date unless the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of Borrower gives the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except Agent notice as provided in this SectionSection 2.03 that such Advance is to be renewed. Renewals of LIBOR Advances are subject to Sections 2.10, 2.11, and 2.12 hereof. Subject to the Loan provisions of Sections 2.03, 2.10, 2.11 and 2.12 hereof, on the Maturity Date of any Advance the Borrower shall at all times be a LIBOR Loan. In no event shall Borrower have the right to elect to have any outstanding Advance converted into a different type of Advance provided for under the terms of this Agreement; provided, that if no notice is given of the election of the Borrower to convert or renew a LIBOR Loan Advance on its respective Maturity Date under Section 2.03, the Borrower shall have been deemed to have elected to convert to a Prime Base Rate LoanAdvance.
(f) Each Advance shall be in an aggregate minimum amount of Five Million Dollars ($5,000,000.00) with additional increments of One Million Dollars ($1,000,000.00).
(g) The Borrower may not have more than seven (7) LIBOR Advances outstanding at any one time.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Date Borrower shall pay to Lender (to a constant monthly payment of $174,897.86, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest that shall accrue on the Notes during the applicable Interest Accrual Period). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), accordance with their then outstanding principal balances. On the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Funding Date, Borrower shall pay interest from and including the Closing Funding Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 15 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which Payment Date following the Maturity Date falls date of such prepayment occurs (calculated as or is such prepayment occurs on a Payment Date, the amount of interest that would have accrued thereon if such Principal Indebtedness were the Loan had remained outstanding for through the entire end of the Interest Accrual Period) and Period in each case which such Payment Date occurs), plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. No Yield Maintenance Premium shall be payable in the case of a prepayment of principal (or any portion thereof) pursuant to Section 5.16(f). Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% three and one-half percent (3.5%) of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Commencing with the Initial Payment Date, and on each and every Payment Date thereafter, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(d), together with all interest thereon through and (xii) a prepayment of the Loan in whole (but not in part) on any Business Day that is not more than 120 days prior to a Securitization, the scheduled Maturity Date and that is not less than 30 days following Lender's receipt of written notice of Borrower's intent to prepay; provided that any prepayment under this clause (yii) after shall be accompanied by all interest accrued on the amount prepaid plus, if such prepayment does not occur on a SecuritizationPayment Date, the amount of interest that would have accrued thereon if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower's notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days' written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section
2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s 's and Borrower’s 's reasonable estimate of Lender’s 's damages from for the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all with respect to interest payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueonly, when paid, if paid more than three (3) days after notice thereof, shall be accompanied by a late fee in an amount equal to 3% times the lesser of 5% amount of such unpaid sum and the maximum amount permitted by applicable law, in order to defray late payment. Borrower acknowledges that (i) a portion of the expense incurred by Lender in handling and processing such delinquent payment and will cause damage to Lender; (ii) the late fee is intended to compensate Lender for the loss of the use of such the delinquent payment and the expense incurred and time and effort associated with recovering the delinquent payment.
; (eiii) In it will be extremely difficult and impractical to ascertain the extent of Lender's damages caused by the delinquency; and (iv) the late fee represents Lender's and Borrower's reasonable estimate of Lender's damages from the delinquency and is not a penalty. Notwithstanding anything contained herein to the contrary in the event that Lender has delivered to Borrower the notice set forth in this Section 1.2(d) more than five (5) times during the term of the Loan, Lender shall determine in its reasonable discretion that by reason no longer be required to provide the foregoing notice to Borrower and thereupon any payments of circumstances affecting the interbank Eurodollar marketinterest not paid when due hereunder when paid, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted accompanied by a late fee in an amount equal to a Prime Rate Loan effective as of 3% times the commencement of the Interest Accrual Period following the date amount of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loanlate payment.
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
Interest and Principal. (a) On each Commencing with the Initial Payment Date, and on each and every Payment Date thereafter, Borrower shall pay to Lender (to a constant monthly payment of $1,640,985.89, which amount shall be applied to first toward the payment of interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As , and the balance shall be applied toward the reduction of the Closing Date, outstanding principal balances of the Loan is a LIBOR Loan, and except as provided Notes pro rata in Section 1.2(e), the Loan shall at all times be a LIBOR Loanaccordance with their then outstanding principal balances. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to scheduled amortization as described in Section 2.11.2(a), Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(c), together with all interest thereon through and (xiii) a prepayment of the Loan in whole (but not in part) on any Business Day that is not earlier than the third Payment Date prior to a Securitization, the Maturity Date and that is not less than 15 days following Lender's receipt of written notice of Borrower's intent to prepay; provided that any prepayment under this clause (yiii) after shall be accompanied by all interest accrued on the amount prepaid plus, if such prepayment does not occur on the first day of a Securitizationcalendar month, the amount of interest that would have accrued thereon if the Loan had remained outstanding through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Any amount prepaid under clause (iii) on any day that is not the first day of a calendar month shall be held by Lender until the next succeeding Payment Date in an interest-bearing account, and any interest earned thereon during such period shall be remitted to Borrower on such Payment Date. If a prepayment notice is delivered to Lender and such prepayment is not made within 30 days of the date specified therein, (x) Borrower's notice of prepayment shall be deemed rescinded, and (y) Borrower shall, at the end of such 30 day period, pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission. In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.2. The entire outstanding principal balance of the Loan, together with interest accrued thereon and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. No Yield Maintenance Premium shall be due in connection with any payment described in this Section 1.2(b).
(c) If all or any portion of the Principal Indebtedness (other than scheduled amortization as described in Section 1.2(a) and prepayments resulting from Casualty or Condemnation as described in Section 5.16(c)) is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid prepaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each The principal balance of the Loan shall bear interest at the Interest Rate or, as applicable, the Default Rate. Interest shall accrue on the principal balance of the Loan, from time to time, based on a 360 day year and charged for the actual number of days outstanding. Commencing on the first Scheduled Payment Date, and on or before each Scheduled Payment Date thereafter, Borrower shall pay to Lender (to be applied to each Note on a pro rataAgent, pari passu basis) interest for the benefit of Lenders, in arrears, all Accrued Interest, and commencing on the Principal Indebtedness for first Scheduled Payment Date after the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Amortization Commencement Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Dateor before each Scheduled Payment Date thereafter, Borrower shall pay interest from and including to Agent, for the Closing Date through the end benefit of the first Interest Accrual PeriodLenders, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Datearrears, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) all Accrued Interest and the next payment of interest shall be due and payable on the next subsequent Payment DateMinimum Amortization Payment.
(b) No prepayments Borrower shall pay to Agent, for the benefit of Lenders, the Amortization Conversion Fee on the Amortization Commencement Date.
(c) Borrower shall pay to Agent, for the benefit of Lenders, all Indebtedness, including the entire outstanding principal balance of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1Loan, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a SecuritizationAccrued Interest, the Maturity Date and (y) after a SecuritizationExit Fee, the end of the Interest Accrual Period in which the Maturity Date falls Amortization Conversion Fee (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Periodnot yet paid) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender Minimum Interest Lookback Amount (if any) on the Maturity Date.
(cd) If all or any portion of Following the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance occurrence of an Event of Default Default, interest shall be applied toward interestcomputed at, and Borrower shall pay interest on the unpaid principal balance of the Loan at, the Default Rate. All other payments, reimbursements and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if Lenders under the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal Documents not paid when due hereunder shall bear interest at the applicable Default Rate from the date when due until the date when received by Agent. Acceptance by Agent and after payment by Borrower of interest at the expiration of applicable notice Default Rate is not a permitted alternative to the full and cure periods and, in the case timely payment of all payments amounts due hereunder other than and payable under the repayment Loan Documents, shall not be construed as an agreement or privilege to extend the date of payment of the Principal Indebtedness on the Maturity Date if and shall not paid when due, when paid act as or constitute a cure of any Default or Event of Default and shall be accompanied by a late fee in an amount equal not limit or prejudice Agent’s or Lenders’ rights and remedies with respect to the lesser any such Default or Event of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent paymentDefault.
(e) In Upon not less than thirty (30) days prior written notice to Agent, Borrower may prepay the event Loan on any Scheduled Payment Date in whole or in part; provided that (1) if the principal amount is being prepaid in part, Borrower shall also pay to Agent, for the benefit of Lenders, the Minimum Interest Lookback Amount on such prepaid amount (if any) and the proportionate amount of the Exit Fee, and (2) upon any payment of the entire principal balance of the Loan, all other Indebtedness, including all Accrued Interest, the Minimum Interest Lookback Amount (if any), and the Exit Fee (if any) shall also be paid to Agent, for the benefit of Lenders, in full. Such notice shall specify the amount to be prepaid and the date on which such prepayment shall occur. All prepayments (other than mandatory prepayments, those described in Section 2.6 or a payment of the entire Loan balance) shall be in increments of $25,000.
(f) Unless otherwise specified in this Agreement, all amounts payable to Agent or any Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate be due and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date payable within ten (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events 10) days after request or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loaninvoice.
Appears in 1 contract
Samples: Loan and Security Agreement (Varian Medical Systems Inc)
Interest and Principal. (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the average Principal Indebtedness for the applicable Interest Accrual Period ending on the day immediately prior to such Payment Date at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default) (the “Interest Rate”). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e1.6(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, Period in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date).
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 2.1 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during prior to the Spread Maintenance Period Date following acceleration of the Loan (except as a result of a Casualty or Condemnation)Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal interest and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payablePremiums, with the result that any Spread Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during prior to the Spread Maintenance Period Date will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during prior to the Spread Maintenance PeriodDate; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty. Notwithstanding the foregoing to the contrary, no Spread Maintenance Premium shall be payable by Borrower, so long as no Event of Default exists at the time of such prepayment and such prepayment is: (x) by reason of a Casualty or Condemnation as set forth in Section 5.16(f), (y) following the date on which Borrower has satisfied all of the Future Advance conditions set forth in Section 1.5 with respect to one or more Future Advances and Lender fails to fund such Future Advance(s) in accordance with the terms of this Agreement or (z) made pursuant to the terms of Section 5.20(g).
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueDate, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% three percent (3.0%) of such unpaid sum and the maximum amount permitted by applicable lawLegal Requirements, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this SectionSection 1.6(e), any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one (1) day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demandwritten demand (which demand shall include reasonable detail and supporting documentation), any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs actually incurred by Lender in making any conversion in accordance with this SectionSection 1.6(e), including interest or fees payable by Lender to Lender of funds obtained by it in order to maintain a LIBOR Loan hereunder. In the event any the Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c1.1(f), upon any conversion of the Loan pursuant to this Section Section, the interest rate rates applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this SectionSection 1.6(e), the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Interest and Principal. (a) On each Payment Date prior to the Initial Principal Payment Date, Borrower shall pay to Lender (to be applied to interest on each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Interest Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on On the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment . Interest payable hereunder shall be computed on the first Payment Date following the Closing Date (unless the Closing Date falls on basis of a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) 360-day year and the next payment actual number of interest shall be due and payable on days elapsed in the next subsequent Payment Daterelated Interest Accrual Period.
(b) Commencing with the Initial Principal Payment Date, and on each and every Payment Date thereafter, Borrower shall pay to Lender a constant monthly payment of $199,406.96, which amount shall be applied first toward the payment of interest on each Note for the applicable Interest Accrual Period at the applicable Interest Rate (except that in each case, interest shall be payable at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default, in which case the monthly payment shall be increased by the amount of Default Interest accrued on the Notes during the applicable Interest Accrual Period), and the balance shall be applied toward the reduction of the outstanding principal balances of the Notes pro rata in accordance with their then outstanding principal balances.
(c) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness5.16(f), together with and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 15 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus the amount of interest that would have accrued thereon if the Loan had remained outstanding through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case prepayment occurs, plus all other amounts then due under the Loan Documents Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date.
(cd) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except or as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Yield Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Yield Maintenance Premium that is due and payablePremiums, with the result that any Spread Yield Maintenance Premium that is due and payable Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Yield Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during not permitted by the Spread Maintenance PeriodLoan Documents; and (iv) the Spread Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(de) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when dueor on any other earlier date as a result of an acceleration of the Loan, when paid paid, shall be accompanied by a late fee in an amount equal to the lesser of 5% three percent of such unpaid sum and the maximum amount permitted by applicable law, law in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
(e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.
Appears in 1 contract
Interest and Principal. (a) On each Payment Date, Borrower The Loan shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to payable as follows: (i) at any time payment of interest only on the Loan is a LIBOR Loan, date hereof for the sum of LIBOR, determined as period from the date hereof through the last day of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date current month (unless the Closing Date falls on is the first day of a Payment Datecalendar month, in which case, case no such interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date.
(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 is due); and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16thereafter a constant payment of $283,842.05 (the "Monthly Debt Service Payment Amount"), on the first day of December, 2000 and on each Payment Date thereafter; each of such payments, to be applied (A) to the payment of interest computed at the Contract Rate and (B) the balance applied toward reduction of the principal sum. The entire outstanding Principal Indebtedness, together with all interest thereon through constant payment required hereunder is based upon a twenty-five (x25) prior to a Securitization, year amortization schedule. To the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.
(c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if extent the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty.
(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate outstanding, from and after the expiration Anticipated Payment Date interest shall accrue on the unpaid principal balance from time to time outstanding on the Loan at the Adjusted Rate. Borrower shall continue to make payments of applicable notice principal and cure periods and, interest in monthly installments beginning on the case Anticipated Payment Date and on the first day of all payments due hereunder other than the repayment of the Principal Indebtedness on each calendar month thereafter up to and including the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser Monthly Debt Service Payment Amount and, notwithstanding the following provision with respect to Accrued Interest, the failure to make any such payment as and when due shall constitute an Event of 5% Default. Each Monthly Debt Service Payment Amount paid after the Anticipated Payment Date shall be applied to the payment of such unpaid sum interest computed at the Contract Rate with remainder applied to reduce the outstanding principal balance of the Loan in accordance with Section 2.3(a) above. Interest accrued at the Adjusted Rate and not paid shall be deferred and added to the maximum amount Debt and shall earn interest at the Adjusted Rate to the extent permitted by applicable lawlaw (such accrued interest is hereinafter defined as "Accrued Interest"). In addition to such payments of principal and interest, from and after the Anticipated Payment Date, Borrower shall make payments in order to defray a portion reduction of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss outstanding principal balance of the use Loan and accrued interest in monthly installments beginning on the Anticipated Payment Date and on the first day of such delinquent payment.
(e) In each calendar month thereafter up to and including the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR Maturity Date in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as terms and provisions of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan3.5 below.
Appears in 1 contract
Samples: Loan Agreement (Equity Inns Inc)
