Qualified Term Notes. If the Borrower elects to acquire or refinance any Hotel Asset located in the State of New York (a “New York Property”) or the State of Florida (a “Florida Property”), the Borrower may request a Borrowing (a “Qualified Advance”) in an amount not less than the outstanding principal amount of the related Existing Qualified Note and in connection with the making of the Advance with respect to such Borrowing (to the extent otherwise permitted hereunder), the Borrower shall cause the related Existing Qualified Note and the related Existing Qualified Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Lenders. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such Qualified Property. The obligation of the Administrative Agent and each Lender to make a Qualified Advance shall be subject to compliance with the following conditions precedent: (i) no Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in an amount not less than the related Qualified Advance in accordance with Section 2.02, (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether any portion of the applicable Qualified Property includes a structure with at least two walls and a roof (a “Building”) or a Building in the course of construction and such Building is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such Qualified Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Qualified Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Qualified Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders. The Borrower hereby acknowledges that upon the consummation of such purchase or refinance, the related Existing Qualified Note and Existing Qualified Mortgage shall be consolidated, amended and restated as (i) in the case of a New York Property, a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits G-1 and H-1 and (ii) in the case of a Florida Property, a Florida Term Note and a Florida Mortgage, substantially in the forms attached hereto as Exhibits G-2 and H-2. The Administrative Agent agrees to cooperate with the Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of any Existing Qualified Notes and Existing Qualified Mortgages encumbering such Qualified Property to the Administrative Agent. Such Qualified Term Note will be in the amount of, and shall evidence, the related Qualified Advance and made payable to the Administrative Agent for the ratable benefit of the Lenders and such Qualified Term Note and Qualified Mortgage will be held by the Administrative Agent for the ratable benefit of the Lenders. So long as such New York Term Note remains outstanding, the following provisions shall apply:
Appears in 2 contracts
Samples: Credit Agreement (Hersha Hospitality Trust), Term Loan Agreement (Hersha Hospitality Trust)
Qualified Term Notes. If the Borrower elects to acquire or refinance any Hotel Asset located in the State of New York (a “New York Property”) or the State of Florida (a “Florida Property”), the Borrower may request a Borrowing (a “Qualified Advance”) in an amount not less than the outstanding principal amount of the related Existing Qualified Note and in connection with the making of the Advance with respect to such Borrowing (to the extent otherwise permitted hereunder), the Borrower shall cause the related Existing Qualified Note and the related Existing Qualified Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Lenders. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such Qualified Property. The obligation of the Administrative Agent and each Lender to make a Qualified Advance shall be subject to compliance with the following conditions precedent: (i) no Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in an amount not less than the related Qualified Advance in accordance with Section 2.02, (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether any portion of the applicable Qualified Property includes a structure with at least two walls and a roof (a “Building”) or a Building in the course of construction and such Building is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such Qualified Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Qualified Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Qualified Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders. The Borrower hereby acknowledges that upon the consummation of such purchase or refinance, the related Existing Qualified Note and Existing Qualified Mortgage shall be consolidated, amended and restated as (i) in the case of a New York Property, a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits G-1 and H-1 and (ii) in the case of a Florida Property, a Florida Term Note and a Florida Mortgage, substantially in the forms attached hereto as Exhibits G-2 and H-2. The Administrative Agent agrees to cooperate with the Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of any Existing Qualified Notes and Existing Qualified Mortgages encumbering such Qualified Property to the Administrative Agent. Such Qualified Term Note will be in the amount of, and shall evidence, the related Qualified Advance and made payable to the Administrative Agent for the ratable benefit of the Lenders and such Qualified Term Note and Qualified Mortgage will be held by the Administrative Agent for the ratable benefit of the Lenders. So long as such New York Term Note remains outstanding, the following provisions shall apply: :
Appears in 2 contracts
Samples: Term Loan Agreement (Hersha Hospitality Trust), Term Loan Agreement (Hersha Hospitality Trust)
Qualified Term Notes. If the Borrower elects to acquire or refinance any Hotel Asset located in the State of New York (a “New York Property”) or the State of Florida (a “Florida Property”), the Borrower may request a Borrowing (a “Qualified Advance”) in an amount not less than the outstanding principal amount of the related Existing Qualified Note and in connection with the making of the Advance with respect to such Borrowing (to the extent otherwise permitted hereunder), the Borrower shall cause the related Existing Qualified Note and the related Existing Qualified Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Lenders. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such Qualified Property. The obligation of the Administrative Agent and each Lender to make a Qualified Advance shall be subject to compliance with the following conditions precedent: (i) no Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in an amount not less than the related Qualified Advance in accordance with Section 2.02, (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether any portion of the applicable Qualified Property includes a structure with at least two walls and a roof (a “Building”) or a Building in the course of construction and such Building is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such Qualified Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Qualified Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Qualified Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders. The Borrower hereby acknowledges that upon the consummation of such purchase or refinance, the related Existing Qualified Note and Existing Qualified Mortgage shall be consolidated, amended and restated as (i) in the case of a New York Property, a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits G-1 and H-1 and (ii) in the case of a Florida Property, a Florida Term Note and a Florida Mortgage, substantially in the forms attached hereto as Exhibits G-2 and H-2. The Administrative Agent agrees to cooperate with the Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of any Existing Qualified Notes and Existing Qualified Mortgages encumbering such Qualified Property to the Administrative Agent. Such Qualified Term Note will be in the amount of, and shall evidence, the related Qualified Advance and made payable to the Administrative Agent for the ratable benefit of the Lenders and such Qualified Term Note and Qualified Mortgage will be held by the Administrative Agent for the ratable benefit of the Lenders. So long as such New York Term Note remains outstanding, the following provisions shall apply: :
Appears in 1 contract
Qualified Term Notes. If the Borrower elects to acquire or refinance any Hotel Asset located in the State of New York (a “New York Property”) or the State of Florida (a “Florida Property”), the Borrower may request a Borrowing (a “Qualified Advance”) in an amount not less than the outstanding principal amount of the related Existing Qualified Note and in connection with the making of the Advance with respect to such Borrowing (to the extent otherwise permitted hereunder), the Borrower shall cause the related Existing Qualified Note and the related Existing Qualified Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Lenders. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such Qualified Property. The obligation of the Administrative Agent and each Lender to make a Qualified Advance shall be subject to compliance with the following conditions precedent: (i) no Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in an amount not less than the related Qualified Advance in accordance with Section 2.02, (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether any portion of the applicable Qualified Property includes a structure with at least two walls and a roof (a “Building”) or a Building in the course of construction and such Building is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such Qualified Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Qualified Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Qualified Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance 117 Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders. The Borrower hereby acknowledges that upon the consummation of such purchase or refinance, the related Existing Qualified Note and Existing Qualified Mortgage shall be consolidated, amended and restated as (i) in the case of a New York Property, a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits G-1 and H-1 and (ii) in the case of a Florida Property, a Florida Term Note and a Florida Mortgage, substantially in the forms attached hereto as Exhibits G-2 and H-2. The Administrative Agent agrees to cooperate with the Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of any Existing Qualified Notes and Existing Qualified Mortgages encumbering such Qualified Property to the Administrative Agent. Such Qualified Term Note will be in the amount of, and shall evidence, the related Qualified Advance and made payable to the Administrative Agent for the ratable benefit of the Lenders and such Qualified Term Note and Qualified Mortgage will be held by the Administrative Agent for the ratable benefit of the Lenders. So long as such New York Term Note remains outstanding, the following provisions shall apply:
Appears in 1 contract
