Common use of Second Extension of Maturity Date Clause in Contracts

Second Extension of Maturity Date. In the event Borrower has previously extended the Maturity date in accordance with Section 2.5(1), Borrower may, at its option, extend the term of the then outstanding principal amount of the Loans for a period of one (1) year to the second anniversary of the original Maturity Date (as extended by the First Extension Period) (the applicable period being, the “Second Extension Period”), subject to the satisfaction of the following conditions: (a) Borrower shall notify (the “Second Extension Notice”) the Administrative Agent of Borrower’s exercise of such option between sixty (60) and one hundred twenty (120) days prior to the original Maturity Date; (b) No monetary default or Event of Default exists as of the date of the Second Extension Notice, as of the Maturity Date, as extended by the First Extension Period, or would result from the extension of the maturity of the Loans for the Second Extension Period; (c) Borrower shall have satisfied all of the Base Building Substantial Completion Conditions prior to the original Maturity Date; the completion of all Tenant Improvement Work shall be on schedule and within the amount allocated thereto on the Budget (or paid for by Borrower if above the amount allocated thereto on the Budget); and there shall exist no construction liens, materialman’s liens or mechanic’s liens on the Project, except for those which are being contested in compliance with Section 9.23; and the Administrative Agent shall have determined in its discretion that the Loans are and shall remain through the Second Extension Period In Balance; (d) As of the commencement of the Second Extension Period, Borrower shall be in compliance with the Minimum DSCR Covenant set forth in Section 9.31, or shall have made a DSCR Covenant Cure Deposit, in accordance with the provisions of Section 9.31; (e) The Debt Service Coverage Ratio based on the outstanding Commitments for the most recently ended calendar quarter prior to the Maturity Date, as extended by the First Extension Period, shall be equal to or greater than 1.25:1.00; (f) The ratio of (a) the total outstanding principal balance of the Loans to (b) the value of the Project does not exceed seventy-five percent (75%) based on the “as is” value established by a new Appraisal obtained by the Administrative Agent not more than sixty (60) days prior to the Maturity Date, as extended by the First Extension Period, such Appraisal to be at Borrower’s expense and satisfactory to the Administrative Agent in all respects; (g) The Project is at least eighty percent (80%) leased under Approved Leases with tenants in Occupancy and who are not in material default under their respective Leases (and for purposes of determining whether the Project is eighty percent (80%) leased, so long as the obligations under Section 1.01(a) of the New Century Guaranty is in effect and operative, the premises under the New Century Lease shall be considered Occupied); (h) All Government Approvals for the Improvements shall have been received to the extent then applicable, with copies (if applicable) having been delivered to the Administrative Agent; (i) If the Hedge Agreement in effect at the time of Borrower’s giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extension Period, Borrower shall have obtained and delivered to the Administrative Agent not later than three (3) Business Days prior to the first day of the Second Extension Period one or more replacement Hedge Agreements which meet the requirements of Section 9.15 which shall be effective on or before the date the then effective Hedge Agreement is scheduled to mature or expire and shall have a maturity date not earlier than the end of the Second Extension Period; (j) The expiration date of any Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Second Extension Period; (k) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to the Administrative Agent; (l) As of the date of the Extension Notice, and as of the Maturity Date, as extended for the First Extension Period, Guarantor shall be in compliance with the Financial Covenants (without regard to any otherwise applicable dates as of which the Financial Covenants are to be measured as set forth in the Guarantor Documents), and an Authorized Officer of Guarantor shall have delivered to the Administrative Agent a certificate to such effect; (m) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable legal fees; all such costs and expenses shall be due and payable within ten (10) days of demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents; (n) Not later than the Maturity Date, as extended by the First Extension Period, (i) the extension shall have been documented to the Lenders’ reasonable satisfaction and consented to by Borrower, the Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of reaffirmations of their respective obligations under the Guarantor Documents and (ii) the Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by the Administrative Agent; and (o) Borrower shall pay to the Administrative Agent (for the benefit of the Lenders in accordance with their Proportionate Shares) on the Maturity Date, as extended by the First Extension, a non-refundable extension fee equal to 0.125% of an amount equal to the outstanding principal amount at such time. Any such extension shall be otherwise subject to all of the other terms and provisions of this Agreement and the other Loan Documents. It is understood and agreed that the Commitments of the Lenders, to the extent that they have not theretofore been funded as of the Maturity Date, as extended for the First Extension Period, shall be reduced to zero as of such date.

Second Extension of Maturity Date. In the event Borrower has previously extended the Maturity date Date in accordance with Section 2.5(1), Borrower may, at its option, extend the term of the then outstanding principal amount of the Loans for a period commencing on the last day of one (1) year to the second anniversary of the original Maturity Date (as extended by the First Extension Period) Period and ending on July 31, 2011; provided, however, if such day is not a Business Day, such period shall be deemed to end the immediately preceding Business Day (the applicable period being, the “Second Extension Period”), subject to the satisfaction of the following conditions: (a) Borrower shall notify (the “Second Extension Notice”) the Administrative Agent of Borrower’s exercise of such option between sixty thirty (6030) and one hundred twenty ninety (12090) days prior to end of the original Maturity DateFirst Extension Period; (b) No monetary default Potential Default (of which Borrower has previously received notice) or Event of Default exists as of the date giving of the Second Extension Notice, Notice and/or as of the Maturity Date, as extended by last day of the First Extension Period, or would result from the extension of the maturity of the Loans for the Second Extension Period; (c) Borrower shall have satisfied all of the Base Building Substantial Completion Conditions prior to the original Maturity Date; the completion of all Tenant Improvement Work shall be on schedule and within the amount allocated thereto on the Budget (or paid for by Borrower if above the amount allocated thereto on the Budget); and there shall exist no construction liens, materialman’s liens or mechanic’s liens on the Project, except for those which are being contested in compliance with Section 9.23; and the Administrative Agent shall have determined in its discretion that the Loans are and shall remain through the Second Extension Period In Balance; (d) As of the commencement of the Second Extension Period, Borrower shall be in compliance with the Minimum DSCR Covenant set forth in Section 9.31, or shall have made a DSCR Covenant Cure Deposit, in accordance with the provisions of Section 9.31; (e) The Debt Service Coverage Ratio based on the outstanding Commitments for the most recently ended calendar quarter prior to the Maturity Date, as extended by the First Extension Period, shall be equal to or greater than 1.25:1.00; (f) The ratio of (a) the total outstanding principal balance of the Loans to (b) the value of the Project does not exceed seventy-five percent (75%) based on the “as is” value established by a new Appraisal obtained by the Administrative Agent not more than sixty (60) days prior to the Maturity Date, as extended by the First Extension Period, such Appraisal to be at Borrower’s expense and satisfactory to the Administrative Agent in all respects; (g) The Project is at least eighty percent (80%) leased under Approved Leases with tenants in Occupancy and who are not in material default under their respective Leases (and for purposes of determining whether the Project is eighty percent (80%) leased, so long as the obligations under Section 1.01(a) of the New Century Guaranty is in effect and operative, the premises under the New Century Lease shall be considered Occupied); (h) All Government Approvals for the Improvements shall have been received to the extent then applicable, with copies (if applicable) having been delivered to the Administrative Agent; (i) If the Hedge Agreement in effect at the time of Borrower’s giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extension Period, Borrower shall have obtained and delivered to the Administrative Agent not later than three ten (310) Business Days prior to the first day of the Second Extension Period one or more replacement Hedge Agreements which meet the requirements of Section 9.15 which shall be effective on or before the date the then effective Hedge Agreement is scheduled to mature or expire and shall have a maturity date not earlier than the end of the Second Extension Period; (j) The expiration date of any Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Second Extension Period; (k) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to the Administrative Agent; (l) As of the date of the Extension Notice, and as of the Maturity Date, as extended for the First Extension Period, Guarantor shall be in compliance with the Financial Covenants (without regard to any otherwise applicable dates as of which the Financial Covenants are to be measured as set forth in the Guarantor Documents), and an Authorized Officer of Guarantor shall have delivered to the Administrative Agent a certificate to such effect; (md) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable legal fees; all such costs and expenses shall be due and payable within ten (10) days of demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents; (ne) Not later than the Maturity Date, as extended by last day of the First Extension Period, (i) the extension shall have been documented to the Lenders’ reasonable satisfaction and consented to by Borrower, the Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of reaffirmations of their respective its obligations under the Guarantor Documents Guaranty and (ii) if requested by the Administrative Agent, the Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate together with any title insurance endorsements shall have been issued as reasonably required by the Administrative Agent; and (of) Mortgage Borrower shall pay have extended the Mortgage Loan pursuant to the Administrative Agent (for the benefit of the Lenders and in accordance with their Proportionate SharesSection 2.5(2) on of the Maturity Date, as extended by the First Extension, a non-refundable extension fee equal to 0.125% of an amount equal to the outstanding principal amount at such timeMortgage Loan Agreement. Any such extension shall be otherwise subject to all of the other terms and provisions of this Agreement and the other Loan Documents. It is understood and agreed that the Commitments of the Lenders, to the extent that they have not theretofore been funded as of the Maturity Date, as extended for the First Extension Period, shall be reduced to zero as of such date.

Second Extension of Maturity Date. In the event Borrower has previously extended If the Maturity date in accordance with Date was extended pursuant to Section 2.5(1)2.04 hereof, Borrower may, at its option, the Borrowers shall have an additional one (1) time option (the “Second Extension Option”) to extend the term of the then outstanding principal amount of the Loans for a period of Maturity Date by one (1) year to the second date which is the fourth (4th) anniversary of the original Maturity Effective Date (as extended by the First Extension Period) (the applicable period being, the “Second Extension PeriodExtended Maturity Date”), ) subject to the following conditions being satisfied to the satisfaction of Agent on or prior to the following conditions:First Extended Maturity Date (or such earlier date as may be expressly provided): (a) The Administrative Borrower shall notify (the “Second Extension Notice”) have delivered a written notice to the Administrative Agent of Borrower’s exercise of such option between sixty Borrowers’ election to so extend the Maturity Date no later than ninety (6090) and days, but no earlier than one hundred twenty (120) days days, prior to the original First Extended Maturity Date, which notice shall be irrevocable; (b) No monetary default or Event of Default exists as of The Administrative Agent and the date of the Second Extension Notice, as of the Maturity Date, as extended by the First Extension Period, or would result from the extension of the maturity of the Loans for the Second Extension Period; (c) Borrower Lenders shall have satisfied received all of the Base Building Substantial Completion Conditions prior to the original Maturity Date; the completion of all Tenant Improvement Work shall be fees and other amounts due and payable, on schedule and within the amount allocated thereto on the Budget (or paid for by Borrower if above the amount allocated thereto on the Budget); and there shall exist no construction liens, materialman’s liens or mechanic’s liens on the Project, except for those which are being contested in compliance with Section 9.23; and the Administrative Agent shall have determined in its discretion that the Loans are and shall remain through the Second Extension Period In Balance; (d) As of the commencement of the Second Extension Period, Borrower shall be in compliance with the Minimum DSCR Covenant set forth in Section 9.31, or shall have made a DSCR Covenant Cure Deposit, in accordance with the provisions of Section 9.31; (e) The Debt Service Coverage Ratio based on the outstanding Commitments for the most recently ended calendar quarter prior to the Maturity Date, as extended including, (i) the Extension Fee due and payable with respect to such extension and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any of the Credit Parties hereunder; (c) No Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date; (d) The representations and warranties made by the First Extension Period, Credit Parties herein and in the other Financing Documents shall be equal true and complete in all material respects on and as of the First Extended Maturity Date with the same force and effect as if made on and as of such date; (e) If any Interest Rate Protection Agreements is then in effect, the applicable Borrower(s) shall have either (A) extended the Interest Rate Protection Agreement through and including the Second Extended Maturity Date or (B) taken and completed all action required to be taken to cause an Interest Rate Protection Agreement to be in full force and effect which shall satisfy all of the conditions set forth in Section 2.20(a) hereof through and including the Second Extended Maturity Date, without regard to any time period set forth in Section 2.20(a) hereof by which such Interest Rate Protection Agreement is required to be in effect or greater than 1.25:1.00any other action must be completed; (f) The ratio of (a) the total outstanding principal balance of the Loans to (b) the value of the Project does not exceed seventy-five percent (75%) based on the “as is” value established by a new Appraisal obtained by If no Interest Rate Protection Agreement is then in effect, then, if the Administrative Agent not more than sixty (60shall so require, in its sole discretion, the Borrowers shall have taken and completed all action required to be taken to cause an Interest Rate Protection Agreement to be in full force and effect which shall satisfy all of the conditions set forth in Section 2.20(a) days prior to hereof through and including the Second Extended Maturity Date, as extended without regard to any time period set forth in Section 2.20(a) hereof by the First Extension Period, which such Appraisal Interest Rate Protection Agreement is required to be at Borrower’s expense and satisfactory to the Administrative Agent in all respectseffect or any other action must be completed; (g) The Project is at least eighty percent (80%) leased under Approved Leases with tenants in Occupancy and who are not in material default under their respective Leases (and for purposes of determining whether the Project is eighty percent (80%) leased, so long as the obligations under Section 1.01(a) of the New Century Guaranty is in effect and operative, the premises under the New Century Lease shall be considered Occupied); (h) All Government Approvals for the Improvements shall have been received to the extent then applicable, with copies (if applicable) having been delivered to the Administrative Agent; (i) If the Hedge Agreement in effect at the time of Borrower’s giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extension Period, Borrower shall have obtained and delivered to the Administrative Agent not later than three (3) Business Days prior to the first day of the Second Extension Period one or more replacement Hedge Agreements which meet the requirements of Section 9.15 which shall be effective on or before the date the then effective Hedge Agreement is scheduled to mature or expire and shall have a maturity date not earlier than the end of the Second Extension Period; (j) The expiration date of any Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Second Extension Period; (k) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to the Administrative Agent; (l) As of the date of the Extension Notice, and as of the Maturity Date, as extended for the First Extension Period, Guarantor shall be in compliance with the Financial Covenants (without regard to any otherwise applicable dates as of which the Financial Covenants are to be measured as set forth in the Guarantor Documents), and an Authorized Officer of Guarantor shall have delivered to the Administrative Agent a certificate to such effect; (m) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable legal fees; all such costs and expenses shall be due and payable within Title Continuation for each Borrowing Base Property dated no earlier than ten (10) days prior to the First Extended Maturity Date, which Title Continuations shall be updated as of demandthe First Extended Maturity Date, and any failure together with such other endorsements reasonably requested by the Administrative Agent, in each case insuring the continued first priority lien of the applicable Mortgage, subject to pay such amounts shall constitute a default under this Agreement and the Loan Documentsno Liens other than Permitted Encumbrances; (nh) Not later than The Administrative Borrower shall have delivered at least ten (10) Business Days prior to the First Extended Maturity DateDate current tax lien, as extended uniform commercial code, bankruptcy and judgment searches against each Credit Party in such jurisdictions reasonably requested by the First Extension PeriodAdministrative Agent, (i) the extension which searches shall have been documented be acceptable in content to the Lenders’ reasonable satisfaction and consented to by Borrower, the Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of reaffirmations of their respective obligations under the Guarantor Documents and (ii) the Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by the Administrative Agent; and (oi) The Administrative Borrower shall pay have delivered to the Administrative Agent (for i) at least ten (10) Business Days prior to the benefit of the Lenders in accordance with their Proportionate SharesFirst Extended Maturity Date and (ii) on the First Extended Maturity Date, as extended by the First Extension, a non-refundable extension fee equal to 0.125% of an amount equal certificate from each Credit Party in form and content satisfactory to the outstanding principal amount at such time. Any such extension shall be otherwise subject Administrative Agent, certifying as to all of the other terms and provisions matters set forth in clauses (b) through (h) of this Agreement and the other Loan Documents. It is understood and agreed that the Commitments of the Lenders, to the extent that they have not theretofore been funded as of the Maturity Date, as extended for the First Extension Period, shall be reduced to zero as of such dateSection 2.05.

Second Extension of Maturity Date. In the event Borrower has previously extended the Maturity date Date in accordance with Section 2.5(1), Borrower may, at its option, extend the term of the then outstanding principal amount of the Loans for a period commencing on the last day of one (1) year to the second anniversary of the original Maturity Date (as extended by the First Extension Period) Period and ending on July 31, 2011; provided, however, if such day is not a Business Day, such period shall be deemed to end the immediately preceding Business Day (the applicable period being, the “Second Extension Period”), subject to the satisfaction of the following conditions: (a) Borrower shall notify (the “Second Extension Notice”) the Administrative Agent of Borrower’s exercise of such option between sixty thirty (6030) and one hundred twenty ninety (12090) days prior to end of the original Maturity DateFirst Extension Period; (b) No monetary default Potential Default (of which Borrower has previously received notice) or Event of Default exists as of the date giving of the Second Extension Notice, Notice and/or as of the Maturity Date, as extended by last day of the First Extension Period, or would result from the extension of the maturity of the Loans for the Second Extension Period; (c) Borrower Not later than the last day of the First Extension Period, Eurohypo shall have satisfied all of paid the Base Building Substantial Completion Conditions prior Second Take-Out Amount to the original Maturity Date; Note A Holders pursuant to and in accordance with the completion of all Tenant Improvement Work shall be on schedule and within the amount allocated thereto on the Budget (or paid for by Borrower if above the amount allocated thereto on the Budget); and there shall exist no construction liens, materialman’s liens or mechanic’s liens on the Project, except for those which are being contested in compliance with Section 9.23; and the Administrative Agent shall have determined in its discretion that the Loans are and shall remain through the Second Extension Period In BalanceTake-Out Agreement; (d) As Not later than the last day of the commencement of the Second First Extension Period, Borrower shall have either (i) paid to Eurohypo one-half of the Second Take-Out Amount, which shall be applied to the amounts owing under Note A in compliance accordance with the Minimum DSCR Covenant set forth in Section 9.312.4(7)(a), or shall have made (ii) caused a DSCR Covenant Cure DepositQualified Substitute Lender to acquire from Eurohypo, in accordance with Section 12.24(2), one-half of the provisions Loans evidenced by Note A which are acquired by Eurohypo pursuant to the Take-Out Agreement, for an amount equal to one-half of Section 9.31the Second Take-Out Amount paid by Eurohypo to the Note A Holders pursuant to the Take-Out Agreement; (e) The Debt Service Coverage Ratio based on the outstanding Commitments for the most recently ended calendar quarter prior to the Maturity Date, as extended by the First Extension Period, shall be equal to or greater than 1.25:1.00; (f) The ratio of (a) the total outstanding principal balance of the Loans to (b) the value of the Project does not exceed seventy-five percent (75%) based on the “as is” value established by a new Appraisal obtained by the Administrative Agent not more than sixty (60) days prior to the Maturity Date, as extended by the First Extension Period, such Appraisal to be at Borrower’s expense and satisfactory to the Administrative Agent in all respects; (g) The Project is at least eighty percent (80%) leased under Approved Leases with tenants in Occupancy and who are not in material default under their respective Leases (and for purposes of determining whether the Project is eighty percent (80%) leased, so long as the obligations under Section 1.01(a) of the New Century Guaranty is in effect and operative, the premises under the New Century Lease shall be considered Occupied); (h) All Government Approvals for the Improvements shall have been received to the extent then applicable, with copies (if applicable) having been delivered to the Administrative Agent; (i) If the Hedge Agreement in effect at the time of Borrower’s giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extension Period, Borrower shall have obtained and delivered to the Administrative Agent not later than three ten (310) Business Days prior to the first day of the Second Extension Period one or more replacement Hedge Agreements which meet the requirements of Section 9.15 which shall be effective on or before the date the then effective Hedge Agreement is scheduled to mature or expire and shall have a maturity date not earlier than the end of the Second Extension Period; (j) The expiration date of any Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Second Extension Period; (k) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to the Administrative Agent; (l) As of the date of the Extension Notice, and as of the Maturity Date, as extended for the First Extension Period, Guarantor shall be in compliance with the Financial Covenants (without regard to any otherwise applicable dates as of which the Financial Covenants are to be measured as set forth in the Guarantor Documents), and an Authorized Officer of Guarantor shall have delivered to the Administrative Agent a certificate to such effect; (mf) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable legal fees; all such costs and expenses shall be due and payable within ten (10) days of demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents;; and (ng) Not later than the Maturity Date, as extended by last day of the First Extension Period, (i) the extension shall have been documented to the Lenders’ reasonable satisfaction and consented to by Borrower, the Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of reaffirmations of their respective its obligations under the Guarantor Documents Guaranty and (ii) if requested by the Administrative Agent, the Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate together with any title insurance endorsements shall have been issued as reasonably required by the Administrative Agent; and (o) Borrower shall pay to the Administrative Agent (for the benefit of the Lenders in accordance with their Proportionate Shares) on the Maturity Date, as extended by the First Extension, a non-refundable extension fee equal to 0.125% of an amount equal to the outstanding principal amount at such time. Any such extension shall be otherwise subject to all of the other terms and provisions of this Agreement and the other Loan Documents. It is understood and agreed that the Commitments of the Lenders, to the extent that they have not theretofore been funded as of the Maturity Date, as extended for the First Extension Period, shall be reduced to zero as of such date.