Common use of Loan Term and Extension Options Clause in Contracts

Loan Term and Extension Options. (a) The term of the Loan shall commence on the Closing Date and shall end on the Initial Maturity Date. (b) Notwithstanding the foregoing, Borrower shall have an option to extend the term of the Loan until the First Extended Maturity Date, subject to satisfaction of the following conditions: (i) Borrower shall have given Agent written notice (the “First Extension Notice”) of such extension by no later than May 31, 2014 nor any earlier than April 30, 2014 (the date of the delivery of the Extension Notice, the “First Exercise Date”); (ii) on the First Exercise Date, Borrower shall have paid or caused to be paid to Agent the non-refundable Extension Fee, for the ratable benefit of the Lenders; (iii) no Default shall have occurred and be continuing at the time of, or any time after, the delivery of the First Extension Notice; (iv) Agent shall have received, at Borrower’s expense, an updating report to its Title Insurance Policy indicating no change in the condition of title to the Property; (v) Borrower shall have paid all costs and expenses actually incurred by Agent in connection with such extension, including reasonable legal fees and costs; (vi) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent in accordance with Section 4.1.6, shall not exceed fifty percent (50%) on an “as is” basis; (vii) the NOI of the Property provides for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount; (viii) Borrower shall have delivered an Operating Company Consent; (ix) Borrower shall deliver to Agent an estoppel from the Operating Company and the Observatory Tenant substantially in the form delivered on the Closing Date and otherwise reasonably acceptable to Agent; (x) Borrower shall certify to Agent, both on the First Exercise Date, and prior to the commencement of the First Extension Period, that the representations and warranties made by Borrower in the Loan Documents remain true and correct in all material respects (except that representations regarding financial statements of a Credit Party shall be with reference to the most recent financial statements delivered by such Credit Party pursuant hereto provided that the same have been timely delivered by the applicable Credit Party); (xi) prior to the commencement of the First Extension Period, the Improvements shall not have been injured or damaged by fire, explosion, accident, flood or other Casualty, unless Agent shall have received insurance proceeds or other monies sufficient in the reasonable judgment of Agent to effect the satisfactory restoration of the Improvements; and (xii) Borrower shall deliver to Agent such legal opinions as shall be reasonably requested by Agent. (c) In addition, notwithstanding the foregoing, provided that the Initial Maturity Date had been extended to the First Extended Maturity Date, Borrower shall have an option to extend the term of the Loan until the Second Extended Maturity Date, subject to satisfaction of the following conditions: (i) Borrower shall have given Agent written notice (the “Second Extension Notice”) of such extension by no later than May 31, 2015 nor any earlier than April 30, 2015 (the date of the delivery of the Extension Notice, the “Second Exercise Date”); (ii) on the Second Exercise Date, Borrower shall have paid or caused to be paid to Agent the non-refundable Extension Fee, for the ratable benefit of the Lenders; (iii) no Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (iv) Agent shall have received, at Borrower’s expense, an updating report to its Title Insurance Policy indicating no change in the condition of title to the Property; (v) Borrower shall have paid all costs and expenses actually incurred by Agent in connection with such extension, including reasonable legal fees and costs; (vi) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent in accordance with Section 4.1.6, shall not exceed fifty percent (50%) on an “as is” basis; (vii) the NOI of the Property provides for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount; (viii) Borrower shall have delivered an Operating Company Consent; (ix) Borrower shall deliver to Agent an estoppel from the Operating Company and the Observatory Tenant substantially in the form delivered on the Closing Date and otherwise reasonably acceptable to Agent; (x) Borrower shall certify to Agent, both on the Second Exercise Date, and prior to the commencement of the Second Extension Period, that the representations and warranties made by Borrower in the Loan Documents remain true and correct in all material respects (except that representations regarding financial statements of a Credit Party shall be with reference to the most recent financial statements delivered by such Credit Party pursuant hereto provided that the same have been timely delivered by the applicable Credit Party); (xi) prior to the commencement of the Second Extension Period, the Improvements shall not have been injured or damaged by fire, explosion, accident, flood or other Casualty, unless Agent shall have received insurance proceeds or other monies sufficient in the reasonable judgment of Agent to effect the satisfactory restoration of the Improvements; and (xii) Borrower shall deliver to Agent such legal opinions as shall be reasonably requested by Agent. (d) In connection with this Section 2.1.6, Agent hereby agrees that if, in Agent’s reasonable determination, Agent determines that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, in connection with this Section 2.1.6, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the applicable Loan extension, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent).

Loan Term and Extension Options. (a) The term of the Loan shall commence on the Closing Date and shall end on the Initial Maturity Date. (b) Notwithstanding the foregoing, Borrower Borrowers shall have an option (the “Extension Option”) to extend the term of the Loan until for an additional period of six months (the First “Extension Period”) commencing on January 10, 2009 and ending on July 9, 2009 (the “Extended Maturity Date”), subject to satisfaction of each of the following conditions: (i) Borrower Borrowers shall have given Agent Lender written notice (the “First Extension Notice”) of its election to exercise such extension by no later than May 31, 2014 sixty (60) days prior to the Initial Maturity Date nor any earlier than April 30, 2014 one hundred eighty (180) days prior to the date of the delivery of the Extension Notice, the “First Exercise Initial Maturity Date”); (ii) on the First Exercise Date, Borrower Borrowers shall have paid or caused to be paid to Agent Lender the non-refundable Extension Fee, for Fee simultaneously with the ratable benefit exercise of the LendersExtension Option; (iii) no Default or Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the First Extension Noticewritten extension notice; (iv) Agent Lender shall have receivedreceived a date down endorsement (or, at BorrowerLender’s expenseoption, an updating report a title continuation report) to its the Owner’s Title Insurance Policy indicating no adverse change in the condition of title to the PropertyProperty (except recording of Condominium Documents and the sale of Units as permitted hereunder); (v) Borrower Borrowers shall have paid all costs and expenses actually incurred by Agent Lender in connection with such extension, including including, without limitation, underwriting, title and reasonable legal fees and costs; (vi) Completion of the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent in accordance with Section 4.1.6, Improvements shall not exceed have occurred; (vii) at least fifty percent (50%) on an “as is” basis; (vii) the NOI of the Property provides Aggregate Loan Amount shall have been repaid or there are Bona Fide Sales Contracts for a Debt Yield of Units at average purchase prices that are not less than sixteen the Minimum Sale Prices applicable to such Units and which when added to the amount of the Loan, the Mortgage Loans and the Second Mezzanine Loan repaid plus the undrawn amount of the Pre-Sale Milestone Letters of Credit then held by Mortgage Loan Agent equal at least seventy-five percent (1675%) based on of the Aggregate Loan Amount; (viii) Borrower Borrowers shall have deposited with Lender cash security for interest on the Loan (computed at the Strike Price set forth in the Interest Rate Protection Agreement in effect for the Extension Period plus the Applicable Spread), taxes (but only to the extent not reserved under the Mortgage Loans or the Second Mezzanine Loan to Lender’s reasonable satisfaction) and insurance (but only to the extent not reserved under the Project Loan) each, in an amount determined by Lender in its sole discretion, for the Extension Period, which cash security can be drawn upon to pay such expenses; (ix) Borrowers shall have delivered an Operating Company Consent; (ix) Borrower shall deliver Interest Rate Protection Agreement that is standard in commercial lending transactions providing for a notional amount equal to Agent an estoppel the outstanding principal balance of the Loan, with a LIBOR strike price equal to the applicable Strike Price from a Counterparty having a Minimum Counterparty Rating for the Operating Company and the Observatory Tenant substantially in the form delivered on the Closing Date Extension Period and otherwise reasonably acceptable to Agentsatisfying the requirements of Section 4.1.13; (x) Borrower shall certify the maturity date of each of the Building Loan, the Acquisition Loan and the Project Loan must be concurrently extended to Agent, both the extent the same remain outstanding to the Extended Maturity Date on the First Exercise same terms and conditions as in effect on the Closing Date, ; and prior to the commencement of the First Extension Period, that the representations and warranties made by Borrower in the Loan Documents remain true and correct in all material respects (except that representations regarding financial statements of a Credit Party shall be with reference to the most recent financial statements delivered by such Credit Party pursuant hereto provided that the same have been timely delivered by the applicable Credit Party); (xi) prior to the commencement maturity date of the First Extension PeriodSecond Mezzanine Loan, if the Improvements shall not have been injured or damaged by fireSecond Mezzanine Loan is then hereunder outstanding, explosion, accident, flood or other Casualty, unless Agent shall have received insurance proceeds or other monies sufficient in the reasonable judgment of Agent to effect the satisfactory restoration of the Improvements; and (xii) Borrower shall deliver to Agent such legal opinions as shall be reasonably requested by Agent. (c) In addition, notwithstanding the foregoing, provided that the Initial Maturity Date had been extended to the First Extended Maturity Date, Borrower shall have an option to extend the term of the Loan until the Second Extended Maturity Date, subject to satisfaction of the following conditions: (i) Borrower shall have given Agent written notice (the “Second Extension Notice”) of such extension by no later than May 31, 2015 nor any earlier than April 30, 2015 (the date of the delivery of the Extension Notice, the “Second Exercise Date”); (ii) Date on the Second Exercise Date, Borrower shall have paid or caused to be paid to Agent the non-refundable Extension Fee, for the ratable benefit of the Lenders; (iii) no Default shall have occurred same terms and be continuing at the time of, or any time after, the delivery of the Extension Notice; (iv) Agent shall have received, at Borrower’s expense, an updating report to its Title Insurance Policy indicating no change conditions as in the condition of title to the Property; (v) Borrower shall have paid all costs and expenses actually incurred by Agent in connection with such extension, including reasonable legal fees and costs; (vi) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent in accordance with Section 4.1.6, shall not exceed fifty percent (50%) on an “as is” basis; (vii) the NOI of the Property provides for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount; (viii) Borrower shall have delivered an Operating Company Consent; (ix) Borrower shall deliver to Agent an estoppel from the Operating Company and the Observatory Tenant substantially in the form delivered effect on the Closing Date and otherwise reasonably acceptable to Agent; (x) Borrower shall certify to Agent, both on the Second Exercise Date, and prior to the commencement of the Second Extension Period, that the representations and warranties made by Borrower in the Loan Documents remain true and correct in all material respects (except that representations regarding financial statements of a Credit Party shall be with reference to the most recent financial statements delivered by such Credit Party pursuant hereto provided that the same have been timely delivered by the applicable Credit Party); (xi) prior to the commencement of the Second Extension Period, the Improvements shall not have been injured or damaged by fire, explosion, accident, flood or other Casualty, unless Agent shall have received insurance proceeds or other monies sufficient in the reasonable judgment of Agent to effect the satisfactory restoration of the Improvements; and (xii) Borrower shall deliver to Agent such legal opinions as shall be reasonably requested by Agent. (d) In connection with this Section 2.1.6, Agent hereby agrees that if, in Agent’s reasonable determination, Agent determines that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, in connection with this Section 2.1.6, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the applicable Loan extension, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent).