Common use of Subordinate Lender Purchase Option Clause in Contracts

Subordinate Lender Purchase Option. The Senior Lender may deliver to the Subordinate Lender copies of (i) any notice (a "Default Notice") of an event of default under the Senior Commitment Letter or the Senior Security (an "Event of Default") pursuant to which the Senior Lender may accelerate and/or demand repayment of the Senior Indebtedness prior to the maturity of the Senior Loan concurrently with its delivery of such Default Notice to the Borrower; and (ii) any notice of acceleration or demand for payment (a "Demand Notice") delivered pursuant to an Event of Default which occurred prior to the giving of such Demand Notice where a copy of the Default Notice had not previously been delivered to the Subordinated Lender, concurrently with its delivery of such Demand Notice to the Borrower. In the event that the Senior Lender does deliver a Default Notice relating to an Event of Default where the Senior Lender is accelerating or demanding repayment of the Senior Indebtedness, the Subordinate Lender of shall have the right to request from the Senior Lender a notice (a "Purchase Option Notice") which sets out an amount (the "Purchase Price") being equal to the sum of: (i) the then-outstanding principal balance of the Senior Indebtedness plus (ii) all accrued and unpaid fees and interest owing to the Senior Lender then outstanding in respect of the Senior Indebtedness and fees (including for greater certainty any exit fees, prepayment fees, yield maintenance payments, liquidated damages amounts and legal fees and other costs reasonably incurred in respect of matters relating to the Senior Loan, but excluding any amounts charged in violation of applicable law). Upon receipt of a Purchase Option Notice, the Subordinate Lender shall have the option, exercisable by the Subordinate Lender by delivering a notice (the "Exercise Notice") to the Senior Lender within ten (10) Business Days after the receipt of such Purchase Option Notice, to purchase the Senior Indebtedness from the Senior Lender for the Purchase Price (the "Purchase Option"). If the Subordinate Lender fails to deliver the Exercise Notice to the Senior Lender within such ten (10) Business Day period, the Subordinate Lender shall be deemed to have elected not to exercise the Purchase Option with respect to the applicable Default Notice, provided that such election shall not prejudice the Subordinate Lender's right to exercise the Purchase Option in the event of the delivery of any subsequent Default Notices. The Senior Lender and the Subordinate Lender shall close the sale of the Senior Indebtedness as soon as practicable after and, in any event no later than thirty (30) days following, the delivery of the Exercise Notice unless they mutually agree to an extension of such thirty (30) day period. At the closing, the Senior Lender shall deliver to the Subordinate Lender original execution copies of the Senior Commitment Letter, the Senior Security and all other documents relating to the Senior Indebtedness and shall execute and deliver to the Subordinate Lender assignment documentation in form and substance acceptable to the Senior Lender and to the Subordinate Lender, acting reasonably, to effectuate the transfer of all of the Senior Lender's right, title and interest under, in and to the Senior Commitment Letter, the Senior Security and all related contracts, deeds, instruments and other documents. In the event that the Senior Lender delivers Default Notice relating to an Event of Default where the Senior Lender is not accelerating or demanding repayment of the Senior Indebtedness, the provisions of this Section shall apply following receipt by the Subordinate Lender of such Default Notice.

Subordinate Lender Purchase Option. The Senior Lender may deliver to the Subordinate Lender copies of (i) any notice (a "Default Notice") of an event of default under the Senior Commitment Letter or the Senior Security (an "Event of Default") pursuant to which the Senior Lender may accelerate and/or demand repayment of the Senior Indebtedness prior to the maturity of the Senior Loan concurrently with its delivery of such Default Notice to the Borrower; and (ii) any notice of acceleration or demand for payment (a "Demand Notice") delivered pursuant to an Event of Default which occurred prior to the giving of such Demand Notice where a copy of the Default Notice had not previously been delivered to the Subordinated Lender, concurrently with its delivery of such Demand Notice to the Borrower. In the event that the Senior Lender does deliver a Default Notice relating to an Event of Default where the Senior Lender is accelerating or demanding repayment of the Senior Indebtedness, the Subordinate Lender of shall have the right to request from the Senior Lender a notice (a "Purchase Option Notice") which sets out an amount (the "Purchase Price") being equal to the sum of: (i) the then-outstanding principal balance of the Senior Indebtedness plus (ii) all accrued and unpaid fees and interest owing to the Senior Lender then outstanding in respect of the Senior Indebtedness and fees (including for greater certainty any exit fees, prepayment fees, yield maintenance payments, liquidated damages amounts and legal fees and other costs reasonably incurred in respect of matters relating to the Senior Loan, but excluding any amounts charged in violation of applicable law). Upon receipt of a Purchase Option Notice, the Subordinate Lender shall have the option, exercisable by the Subordinate Lender by delivering a notice (the "Exercise Notice") to the Senior Lender within ten (10) Business Days after the receipt of such Purchase Option Notice, to purchase the Senior Indebtedness from the Senior Lender for the Purchase Price (the "Purchase Option"). If the Subordinate Lender fails to deliver the Exercise Notice to the Senior Lender within such ten (10) Business Day period, the Subordinate Lender shall be deemed to have elected not to exercise the Purchase Option with respect to the applicable Default Notice, provided that such election shall not prejudice the Subordinate Lender's right to exercise the Purchase Option in the event of the delivery of any subsequent Default Notices. The Senior Lender and the Subordinate Lender shall close the sale of the Senior Indebtedness as soon as practicable after and, in any event no later than thirty (30) days following, the delivery of the Exercise Notice unless they mutually agree to an extension of such thirty (30) day period. At the closing, the Senior Lender shall deliver to the Subordinate Lender original execution copies of the Senior Commitment Letter, the Senior Security and all other documents relating to the Senior Indebtedness and shall execute and deliver to the Subordinate Lender assignment documentation in form and substance acceptable to the Senior Lender and to the Subordinate Lender, acting reasonably, to effectuate the transfer of all of the Senior Lender's right, title and interest under, in and to the Senior Commitment Letter, the Senior Security and all related contracts, deeds, instruments and other documents. In the event that the Senior Lender delivers Default Notice relating to an Event of Default where the Senior Lender is not accelerating or demanding repayment of the Senior Indebtedness, the provisions of this Section shall apply following receipt by the Subordinate Lender of such Default Notice. Cost Overruns In the event there are cost overruns in relation to the development of the Property, the Senior Lender shall require that the amount of any such overruns be paid by the Covenantors. In the event the Covenantors are not able or fail to pay such cost overruns, then, prior to the Senior Lender making any advances under the Senior Loan with regard to such overruns, the Senior Lender may give written notice to the Subordinate Lender of the requirement for the amount of such cost overruns to be advanced, and the Subordinate Lender shall have ten (10) business days from the date of receipt of such written notice to advise the Senior Lender that the Subordinate Lender wishes to increase the Subordinate Loan by the amount of such overruns, and advance such amount to the Borrower, failing which the Senior Lender shall be entitled, in its sole discretion, to advance the amount of such cost overruns. In the event the Subordinate Lender advances the amount of such cost overruns to the Borrower, such amounts shall be secured under the Subordinate Security and form part of the Subordinate Indebtedness, and shall be subordinated and postponed to the Senior Security and the Senior Indebtedness to the full extent provided for in Section 1. In the event the Senior Lender advances the amount of such cost overruns to the Borrower (a “Cost Overrun Advance”), each such Cost Overrun Advance shall be secured under the Senior Security and form part of the Senior Indebtedness, and the Subordinate Lender agrees: (a) that the maximum principal amount of the Senior Indebtedness shall be automatically increased by the amount of each such Cost Overrun Advance; and (b) to execute such amendments to this Agreement and such registrable postponements of the Subordinate Security and other documents as the Senior Lender may require in connection with such Cost Overrun Advance.