Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions: (a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable); (b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs); (c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised; (d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement; (e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full. (f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 3 contracts
Sources: Loan Agreement (Colony Starwood Homes), Loan Agreement (Colony Starwood Homes), Loan Agreement (Colony Starwood Homes)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (applicable; provided that Borrower shall pay all actual reasonable out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements Agreement delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, reasonable out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b2.9(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 2 contracts
Sources: Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender Administrative Agent with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty ten (2010) days Business Days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual out-of-pocket subsequently revoke such notice, Borrower shall be responsible for Administrative Agent’s and Lenders’ costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) With respect to the second Extension Option and the third Extension Option only, Borrower shall have paid to the Administrative Agent for the benefit of the Lenders the Extension Fee not later than 2:00PM on the then-current Maturity Date; and
(d) If required pursuant to the terms of Section 2.2.7 hereof, Borrower shall obtain and deliver to Lender Administrative Agent on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Protection Agreements, which shall be an Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Protection Agreement from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Protection Agreement shall have a LIBOR strike price not greater than the Extension Strike Price and be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 2 contracts
Sources: Loan Agreement (Excel Trust, L.P.), Loan Agreement (Excel Trust, L.P.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances Balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 2 contracts
Sources: Loan Agreement (Colony Starwood Homes), Loan Agreement (Silver Bay Realty Trust Corp.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan (each such option, an “Extension Option”) for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter defined herein as the “Extended Maturity Date”) upon satisfaction of each of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable Extension Term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than nine (9) months, and no later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days days, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option, and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than the Business Day prior to the first day of each Extension Option (provided that the applicable Extension Term, one or more form of such Replacement Interest Rate Cap Agreements in form substantially identical shall have been delivered to Lender not later than ten (10) Business Days prior to the first day of such Extension Option), a Replacement Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to Subsection (b) of this Section 2.8(b) 2.10 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time;
(e) Borrower shall have paid to Lender all reasonable costs actually incurred by Lender in connection with the exercise of the Extension Option (including reasonable attorneys’ fees).
Appears in 2 contracts
Sources: Loan Agreement (Capitalsource Inc), Mezzanine Loan Agreement (Capitalsource Inc)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Component A Initial Maturity Date of the Loan for three (3) successive terms (each such option, an a “Component A Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Component A Initial Maturity Date following the exercise of each such option is hereinafter the “Component A Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or commencement of the then-current Extended Maturity Date (as applicable)applicable Extension Term;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Component A Initial Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual out-of-pocket subsequently revoke such notice, Borrower shall be responsible for Lender’s costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Component A Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is otherwise reasonably acceptable to the Lender, approved by Lender from an Acceptable Counterparty in a notional amount equal to the aggregate then outstanding principal balance of Component Outstanding Principal Balances A of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall have a LIBOR strike price that is not greater than the Extension Strike Price and be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Component A Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;Intentionally Omitted; and
(e) All amounts due and payable Immediately prior to the commencement of the third Extension Term, the Spread shall be increased by Borrower and any other Person pursuant to this Agreement or the other Loan Documents twenty-five (25) basis points which increase shall be effective as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.immediately succeeding Interest Period for Component A.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days days, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option, and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than one (1) Business Day prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to (or extension of the existing Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement) from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (or extension of the existing Interest Rate Cap Agreement) shall (i) be effective commencing on the first date of such Extension Term and shall Option, (ii) have a scheduled term that expires LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) If required by Lender, Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver delivers to Lender an amendment to the Hotel Operating Lease executed Collateral Assignment by Hotel Owner and Hotel Operator extending the term thereof for a period of Interest Rate Cap Agreement;time ending no earlier than the applicable Extended Maturity Date; and
(e) All amounts due and payable Borrower reimburses Lender for all costs reasonably incurred by Borrower and any other Person pursuant to this Agreement or Lender in processing the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable)extension request, and all reasonableincluding, out-of-pocket costs and expenses of Lenderwithout limitation, including reasonable legal fees and expenses; provided, however, that in no event shall Borrower be required to pay any such fees, costs or expenses in excess of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in fullFive Thousand Dollars ($5,000).
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for either (x) a term of the Loan for three (3) successive terms months (“Extension Option One”) to a date which is the earlier of (1) July 2, 2007 and (2) the date specified in writing by Borrower which shall not be later than the date that is three (3) months from the Initial Maturity Date (such date in (1) or (2) is the “Option One Maturity Date”) or (y) for a term of six (6) months (“Extension Option Two”) to October 2, 2007 (each such optiondate, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date” and the period from the Initial Maturity Date through the Extended Maturity Date is the “Extension Term”) ). Borrower may exercise Extension Option One, upon satisfaction of the following terms and conditions:
(i) Borrower shall have entered into a definitive purchase and sale agreement, asset purchase agreement or merger agreement (or similar agreement for the direct or indirect acquisition of the assets (or a substantial portion thereof) of Borrower) with an unaffiliated third party (except that investors in such third party may include existing limited partners in the Borrower and shareholders in the Trust) (the “Acquiror”) pursuant to which the Acquiror has committed to the purchase and acquisition of Borrower or all or substantially all of Borrower’s assets or the equity interests in Borrower (any of the foregoing, an “Acquisition Transaction”);
(ii) the Acquisition Transaction shall have been approved by the Board of Trustees of the Trust;
(iii) the Acquisition Transaction shall not be subject to any financial contingencies or the ability of the Acquiror to obtain financing;
(iv) the Acquisition Transaction shall only be subject to shareholder, governmental and regulatory approval, to the extent applicable to such Acquisition Transaction;
(v) Borrower shall have made an announcement to the general public of the Acquisition Transaction;
(vi) Lender shall have determined in its sole discretion based on a sources and uses statement for the Acquisition Transaction, that (a) if the Acquisition Transaction is in the form of a sale of assets in exchange for cash, the proceeds of the Acquisition Transaction shall be sufficient to pay the Obligations in full or (b) if the Acquisition Transaction is to be consummated by the delivery of some other form of consideration other than cash (i.e., a stock-for-stock or cash-for-stock merger), Lender receives confirmation acceptable to Lender that upon consummation of the Acquisition Transaction the Loan will be repaid in full;
(vii) no Event of Default shall have occurred and be continuing at the time Extension Option One is exercised nor on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)Extension Term commences;
(bviii) Borrower shall provide notify Lender with written notice of its election to extend the Initial Maturity Date as aforesaid not later earlier than twenty ninety (2090) days and not earlier no later than one hundred twenty fifteen (12015) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(fix) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that no Event of Default exists, such Officer’s Certificate to be delivered not later than five (5) Business Days from the date that conditions (i)-(vi) above are satisfied;
(x) Borrower and Lender shall execute and deliver to each other any documents reasonably required to evidence the Extension Term, together with any opinions reasonably required by Lender in connection therewith (which opinions shall be in substantially the same form as the opinions delivered in connection with the closing of the Loan), documents to be delivered not later than five (5) Business Days from the date that conditions (i)-(vi) above are satisfied; and
(xi) each of the representations and warranties of Borrower contained set forth in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer shall be true and correct as a result of the passage first day of timethe Extension Term and shall be deemed remade as of the first day of the Extension Term. In the event (y) that Extension Option One is not exercised or the requirements set forth in clauses (i)-(xi) above are not satisfied on or prior to the Initial Maturity Date or (z) that Extension Option One has been exercised by Borrower and the Acquisition Transaction has not been consummated, Borrower may exercise Extension Option Two, upon satisfaction of the following terms and conditions, provided, that, Extension Option Two shall have a term of three (3) months if Extension Option Two is being exercised pursuant to clause (z) immediately preceding:
(A) No Event of Default shall have occurred and be continuing at the time Extension Option Two is exercised nor on the date that the Extension Term commences;
(B) Borrower shall notify Lender of its election to extend the Maturity Date as aforesaid not earlier than ninety (90) days and no later than fifteen (15) days prior to the later of the Initial Maturity Date or the Option One Maturity Date, as the case may be;
(C) Borrower shall have delivered to Lender an Officer’s Certificate in form reasonably acceptable to the Lender certifying that no Event of Default exists;
(D) Borrower and Lender shall execute and deliver to each other any documents reasonably required to evidence the Extension Term, together with any opinions reasonably required by Lender in connection therewith (which opinions shall be in substantially the same form as the opinions delivered in connection with the closing of the Loan);
(E) Borrower shall have paid to Lender a fee in an amount equal to 2.00% of the outstanding principal balance of the Loan as of the Initial Maturity Date or the Option One Maturity Date, as the case may be;
(F) each of the representations and warranties set forth in the Loan Documents shall be true and correct as of the first day of the Extension Term and shall be deemed remade as of the first day of the Extension Term; and
(G) Borrower shall enter into definitive documentation with Lender setting up a lockbox and cash management system acceptable to Lender in its sole and absolute discretion subject, however, to existing cash management arrangements that the Encumbered Property Subsidiaries and Mezzanine Asset Owners are subject to at such time pursuant to their respective mortgage loan documents. Notwithstanding any notice given from Borrower to extend the Initial Maturity Date as provided for herein, Borrower may at any time prior to the later of the Initial Maturity Date or the Option One Maturity Date, as the case may be, terminate the applicable extension notice without penalty or premium by delivering written notice to Lender, provided, that Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses associated with the anticipated extension. All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the applicable Extended Maturity Date in the event that either Extension Option One or Extension Option Two Option is exercised. In no event shall the Extended Maturity Date be later than October 2, 2007.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances Balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b2.9(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual out-of-pocket subsequently revoke such notice, Borrower shall be responsible for Lender’s costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);; and
(c) With respect to any Interest Rate Protection Agreement with a term shorter than the Extended Maturity Date (after giving effect to such extension), Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Protection Agreement, which shall be an Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall have a LIBOR strike price equal to the Strike Price and be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have (a) During the option to extend period commencing not more than 90 days prior to, and ending not less than 30 days prior to, the term second anniversary of the Loan beyond Closing Date (the "Initial Maturity Date"), the Borrower may request that the Revolving Credit Termination Date and/or the LaSalle L/C Termination Date be extended to the date (the "Final Maturity Date") that is six months after the Initial Maturity Date by delivering written notice of such request to the Administrative Agent, which the Administrative Agent shall distribute promptly to the applicable Lenders.
(b) The extension of each of the Loan for three (3) successive terms (each such option, an “Extension Option” Revolving Credit Termination Date and each such successive term, an “Extension Term”) the LaSalle L/C Termination Date shall become automatically effective on the second anniversary of one (1) year each (the Maturity Closing Date following subject to the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditionsconditions precedent:
(ai) with respect to the extension of the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent, for distribution to each Revolving Credit Lender which holds a Revolving Credit Commitment on the Initial Maturity Date, a one-time fee in an amount equal to 0.375% of the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding);
(ii) with respect to the extension of the LaSalle L/C Termination Date, the Borrower shall pay to the Administrative Agent, for distribution to LaSalle, a one-time fee in an amount equal to 0.375% of the LaSalle L/C Commitment on such date (or, if the LaSalle L/C Commitment has been terminated, the aggregate amount of LaSalle L/C Obligations on such date); and
(iii) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower has delivered to the Administrative Agent the request to extend the Revolving Credit Termination Date and/or the LaSalle L/C Termination Date, or on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no No Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty three (203) days and not earlier than one hundred twenty (120) days months, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option, and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical with respect to the Interest Rate Cap Agreements delivered to Lender in connection with A Portion and the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, B Portion from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in In connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) each Extension Option Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.7 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations representation and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(e) The Maturity Date with respect to the B Note may only be extended in connection with the extension of the Maturity Date with respect to the A Note.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or commencement of the then-current Extended Maturity Date (as applicable)applicable Extension Term;
(b) Borrower shall provide Lender Administrative Agent with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty ten (2010) days Business Days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the applicable Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that if Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loansubsequently revoke such notice, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all responsible for Administrative Agent’s reasonable, out-of-pocket costs and expenses incurred in connection with processing and documenting the applicable Extension Option);
(c) if required pursuant to the terms of LenderSection 2.2.7 hereof, including Borrower shall obtain and deliver to Administrative Agent on or prior to the first day of each Extension Term, one or more Interest Rate Protection Agreements, which shall be an Interest Rate Protection Agreement from an Acceptable Counterparty in a notional amount at least equal to the then Outstanding Loan Amount as of the commencement of such Extension Term, which Interest Rate Protection Agreement shall have a strike price based on the Applicable Index Rate equal to the Required Strike Price (or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price) and be effective commencing not later than the first date of such Extension Term (or, if the maturity date of the then-current Interest Rate Protection Agreement is a later date, such later date) and shall have a maturity date not earlier than the applicable Extended Maturity Date after giving effect to the option then being exercised; and
(d) if a Mezzanine Loan is then outstanding, the Mezzanine Loan shall have been repaid or extended (or will be contemporaneously extended) through a date not earlier than the applicable Extended Maturity Date. Borrower acknowledges and agrees that in the event ▇▇▇▇▇▇▇▇ delivers a notice exercising an Extension Option (which notice shall be revocable by ▇▇▇▇▇▇▇▇), Borrower shall reimburse Administrative Agent, if any, for reasonable third party costs and expenses actually incurred in connection with processing and documenting the Extension Option, including, without limitation, reasonable attorneys’ fees and expenses actually incurred (provided (i) such reimbursement shall not be a condition precedent to the effectiveness of Lender’s counselthe exercise of the applicable Extension Option and may be made by Borrower following the exercise of such Extension Option and (ii) such attorneys’ fees and expenses shall not exceed $2,500), regardless of whether the Extension Option is successfully exercised or not. Notwithstanding anything to the contrary herein, Borrower shall not be required to execute any extension letters, extension agreements or other similar documentation in order to exercise an Extension Option or as a condition to the effectiveness of the extension of the Maturity Date and in no event may Administrative Agent or any Lender charge a fee in connection with the Loan and/or the applicable extension Borrower’s exercise of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable any Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default with respect to (x) Borrower’s failure to pay Debt Service that is then due and payable, (y) Guarantor’s failure to make any payments under the Guaranty and/or any Ancillary Guaranty that is then due and payable and/or (z) any Bankruptcy Action of Borrower and/or any SPE Constituent Entity, in each instance, shall have occurred and be continuing on at the Initial Maturity Date or commencement of the then-current Extended Maturity Date (as applicable)applicable Extension Term;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty ten (2010) days Business Days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the applicable Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that if Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loansubsequently revoke such notice, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the be responsible for Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all ’s reasonable, out-of-pocket costs and expenses incurred in connection with processing and documenting the applicable Extension Option);
(c) if required pursuant to the terms of LenderSection 2.2.7 hereof, including Borrower shall obtain and deliver to Lender on or prior to the first day of each Extension Term, one or more Interest Rate Protection Agreements, which shall be an Interest Rate Protection Agreement from an Acceptable Counterparty in a notional amount at least equal to the then Outstanding Loan Amount as of the commencement of such Extension Term, which Interest Rate Protection Agreement shall have a strike price based on the Applicable Index Rate equal to the Required Strike Price (or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price) and be effective commencing not later than the first date of such Extension Term (or, the later of (a) if the maturity date of the then-current Interest Rate Protection Agreement is a later date, such later date and (b) to the extent a Securitization has occurred, the first day of the first Interest Period commencing during such Extension Term) and shall have a maturity date not earlier than the applicable Extended Maturity Date (or, to the extent a Securitization has occurred, the Interest Period applicable to the related Extended Maturity Date) after giving effect to the option then being exercised; and
(d) if a Mezzanine Loan is then outstanding, the Mezzanine Loan shall have been repaid or extended (or will be contemporaneously extended) through a date not earlier than the applicable Extended Maturity Date. Borrower acknowledges and agrees that in the event Borrower delivers a notice exercising an Extension Option (which notice shall be revocable by Borrower), Borrower shall reimburse Lender and Servicer, if any, for reasonable third party costs and expenses actually incurred in connection with processing and documenting the Extension Option, including, without limitation, reasonable attorneys’ fees and expenses of Lender’s counsel, in connection with actually incurred (provided (i) such reimbursement shall not be a condition precedent to the Loan and/or the applicable extension effectiveness of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date exercise of the applicable Extension OptionOption and may be made by Borrower following the exercise of such Extension Option and (ii) such attorneys’ fees and expenses shall not exceed $2,500) and the current fee being assessed by Servicer in an amount not to exceed $5,000, an Officer’s Certificate in form reasonably acceptable regardless of whether the Extension Option is successfully exercised or not. Notwithstanding anything to the Lender certifying that each contrary herein, Borrower shall not be required to execute any extension letters, extension agreements or other similar documentation in order to exercise an Extension Option or as a condition to the effectiveness of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as extension of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeMaturity Date.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three one term (3) successive terms (each such option, an the “Extension Option” and each such successive term, an the “Extension Term”) of one (1) year each (to the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) , upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty ninety (12090) days prior to the date the Loan is then scheduled to mature. , provided that if Borrower shall have the right to subsequently revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Datesuch notice, as applicable (provided that Borrower shall pay all actual be responsible for Lender’s reasonable out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs)connection with same;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the Extended Maturity Date, Borrower shall (i) modify the existing Interest Rate Cap Agreement or obtain and deliver to Lender on or prior to the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which modified Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement (as applicable) shall have a LIBOR strike price equal to the Strike Price, be effective commencing on the first date of such the Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
exercised and (dii) Borrower shall deliver a Counterparty Opinion an assignment of interest rate cap agreement with respect to the any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementAgreement delivered on the Closing Date, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Lender;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(fd) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timetime or identify exceptions thereto as appropriate which are reasonably acceptable to Lender;
(e) the Debt Yield shall equal or exceed 7.25%;
(f) prior to or simultaneously with the consummation of the Extension Option, Borrower shall pay to Lender an extension fee equal to 0.25% of the then outstanding principal balance of the Loan, which extension fee shall be deemed earned by Lender and non-refundable upon receipt;
(g) the Spread shall be increased by 0.25% for the Extension Term;
(h) if Borrower has neither withdrawn the WWP Fund and consummated the Equity Purchase, nor paid to Lender the WWP Fund to be applied to pay down the Loan and the Mezzanine Loan (on a pro rata basis provided that no Event of Default has occurred and is continuing), in either case, in accordance with Section 7.9.2 hereof, then Borrower shall deliver to Lender the WWP Fund for application to prepayment of the Loan and the Mezzanine Loan (on a pro rata basis provided that no Event of Default has occurred and is continuing), without payment of any prepayment premium or spread maintenance premium or any other fee or penalty, in accordance with the terms and conditions set forth in Section 2.4 hereof and Section 2.4 of the Mezzanine Loan Agreement;
(i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with processing and documenting the Extension Option (including, without limitation, Lender’s reasonable legal fees), regardless of whether the Extension Option is successfully exercised or not; and
(j) provided the Mezzanine Loan is outstanding, the Mezzanine Extension Option shall have been exercised in accordance with the terms of the Mezzanine Loan Agreement, and Borrower shall have provided to Lender evidence of such exercise of the Mezzanine Extension Option.
Appears in 1 contract
Sources: Loan Agreement (New York REIT, Inc.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date maturity date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty three (203) days and not earlier than one hundred twenty (120) days months, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in In connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) each Extension Option Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.7 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations representation and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(e) In connection with the second Extension Option, Borrower shall (a) deposit the amount of $2,000,000 (the “Additional Rollover Reserve Deposit”) in the form of cash and/or a Letter of Credit (or any combination thereof) in accordance with the terms and conditions set forth in Section 7.6 below, into the Rollover Reserve Fund and (b) commence to make an additional deposit on each Payment Date in the amount of $55,800 (the “Additional Rollover Reserve Monthly Deposit”) into the Rollover Reserve Fund; provided that Borrower shall not be obligated to make such deposits in the event that the 3000 Property has been released in accordance with the provisions set forth in Section 2.5.1.
(f) In connection with the second Extension Option and the third Extension Option, Borrower shall pay to Lender on or before the first day of the second Extension Option and the third Extension Option, as the case may be, an extension fee equal to one-quarter of one percent (0.25%) of the outstanding principal balance of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Koger Equity Inc)
Extension of the Initial Maturity Date. Borrower (a) Issuers shall have the option to extend the term of the Loan Notes beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(ai) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(bii) Borrower Issuers shall provide Lender with written notice notify Trustee of its their irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty sixty (2060) days days, prior to (i) with respect to the first Extension Option, the Initial Maturity Date, (ii) with respect to the second Extension Option, the end of the first Extension Option term and not earlier (iii) with respect to the third Extension Option, the end of the second Extension Option term. The term of each then outstanding Note must be extended pursuant to the applicable provision and no extension of less than one hundred twenty all of the then outstanding Notes shall be permitted;
(120iii) days if the Interest Rate Cap Agreement is scheduled to mature prior to the date applicable Extended Maturity Date, Issuers shall obtain and deliver to Trustee for the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice benefit of its election to extend the Maturity Date by giving written notice to Lender Noteholders not less later than five ten (510) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(div) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in In connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower each Extension Option Issuers shall have delivered to Lender Trustee together with its their notice pursuant to subsection (a)(ii) of this Section 2.8(b) 2.5 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender Trustee certifying that each of the representations and warranties of Borrower Issuers contained in the Loan Financing Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations representation and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
(v) Issuers shall pay to Trustee for the benefit of Noteholders in connection with the exercise of the second and third Extension Option an extension fee equal to twenty-five hundredths of one percent (.25%) of the outstanding principal amount of the Notes simultaneously with delivery of the extension notice pursuant to subsection (a)(ii) above, which extension fee shall be deemed earned by Noteholders as of the first day of the applicable Extension Option term and non-refundable thereafter; and
(vi) Issuers shall provide evidence reasonably satisfactory to Trustee that there is sufficient capital available to pay for necessary capital expenditures, tenant improvements and leasing commissions (it being understood that an Officer’s Certificate certifying the same shall constitute reasonably satisfactory evidence for purposes of this Section 2.5(a)(vi)).
(b) Issuers shall pay all reasonable costs and expenses of Trustee and Noteholders in connection with any Extension Option.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three five (35) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or commencement of the then-current Extended Maturity Date (as applicable)applicable Extension Term;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual subsequently revoke such notice, Borrower shall be responsible for Lender’s reasonable, out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is otherwise reasonably acceptable to the Lender, Lender from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall have a LIBOR strike price that is not greater than the Strike Price and be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower if any Mezzanine Loan is then outstanding, Lender shall deliver have received evidence that each such Mezzanine Loan shall have a Counterparty Opinion with respect to maturity date not earlier than the Replacement Interest Rate Cap Agreement and Extended Maturity Date or shall have been repaid or extended (or will be contemporaneously extended) through a date not earlier than the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;applicable Extended Maturity Date; and.
(e) All amounts due the Spread with respect to each Component shall be increased by 12.5 basis points (0.125%) for the fourth Extension Term and payable by Borrower and any other Person pursuant to this Agreement or an additional 12.5 basis points (0.125%) for the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in fullfifth Extension Term.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances Balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual subsequently revoke such notice, Borrower shall be responsible for Lender’s reasonable out-of-pocket costs and expenses of Lender actually incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall (i) obtain and deliver to Lender on or prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to (or modification of the then-current Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement) from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (or modification of the then-current Interest Rate Cap Agreement) shall have a strike price equal to or less than the Strike Price, be effective commencing on no later than the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
exercised and (dii) Borrower shall deliver a Counterparty Opinion an assignment of interest rate cap agreement with respect to the any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant Agreement delivered on the Funding Date, together with legal opinions of counsel to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicablecounterparty in accordance with Section 2.2.7(e), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(fd) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete true and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timetime and except (i) to the extent that any such representations and warranties are only made as of a specific date, in which case such representation or warranty shall be provided as of such specific date or (ii) such representation or warranty is no longer accurate in all material respects as a result of a change in facts that was not caused by any breach or default under the Loan Documents);
(e) with respect to each Extension Option, the Debt Yield, as determined by Lender for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the applicable extension period is to commence is based upon shall equal or exceed 28.3%; provided that Borrower may prepay the Loan in accordance with Section 2.4.1 hereof in order to satisfy such requirement;
(f) on or prior to the then-applicable Maturity Date, Borrower shall pay to Lender in connection with the exercise of each such Extension Option an extension fee equal to 0.50% of the outstanding principal amount of the Loan (taking into account any prepayment being made in connection with the exercise of the Extension Option), which extension fee shall be deemed earned by Lender and non-refundable upon effectiveness of the extension of the Loan contemplated by this Section 2.8; and
(g) Borrower shall have delivered to Lender a completed Beneficial Ownership Certification for Legal Entity Customers on Lender’s then-current form dated not earlier than thirty (30) days prior to the then applicable Maturity Date, to the extent required by L▇▇▇▇▇’s then-appliable “know your customer” procedures.
Appears in 1 contract
Sources: Loan Agreement (W. P. Carey Inc.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all actual subsequently revoke such notice, Borrower shall be responsible for Lender’s reasonable out-of-pocket costs and expenses of Lender actually incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall (i) obtain and deliver to Lender on or prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to (or modification of the then-current Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement) from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (or modification of the then-current Interest Rate Cap Agreement) shall have a strike price equal to or less than the Strike Price, be effective commencing on no later than the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
exercised and (dii) Borrower shall deliver a Counterparty Opinion an assignment of interest rate cap agreement with respect to the any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant Agreement delivered on the Funding Date, together with legal opinions of counsel to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicablecounterparty in accordance with Section 2.2.7(e), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(fd) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete true and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timetime and except (i) to the extent that any such representations and warranties are only made as of a specific date, in which case such representation or warranty shall be provided as of such specific date or (ii) such representation or warranty is no longer accurate in all material respects as a result of a change in facts that was not caused by any breach or default under the Loan Documents);
(e) with respect to each Extension Option, the Debt Yield, as determined by Lender for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the applicable extension period is to commence is based upon shall equal or exceed 28.3%; provided that Borrower may prepay the Loan in accordance with Section 2.4.1 hereof in order to satisfy such requirement;
(f) on or prior to the then-applicable Maturity Date, Borrower shall pay to Lender in connection with the exercise of each such Extension Option an extension fee equal to 0.50% of the outstanding principal amount of the Loan (taking into account any prepayment being made in connection with the exercise of the Extension Option), which extension fee shall be deemed earned by Lender and non-refundable upon effectiveness of the extension of the Loan contemplated by this Section 2.8; and
(g) Borrower shall have delivered to Lender a completed Beneficial Ownership Certification for Legal Entity Customers on Lender’s then‐current form dated not earlier than thirty (30) days prior to the then applicable Maturity Date, to the extent required by ▇▇▇▇▇▇’s then-appliable “know your customer” procedures.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three one nine (39) successive terms month term (each such option, an the “Extension Option” and each such successive term, an the “Extension Term”) of one (1) year each (to the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) , upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)Extension Option is exercised and at the time that the extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty five (20) days and not earlier than one hundred twenty (1205) days prior to the date the Loan is then scheduled to mature. , provided that if Borrower shall have the right to subsequently revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Datesuch notice, as applicable (provided that Borrower shall pay all actual be responsible for Lender’s reasonable out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs)connection with same;
(c) prior to or simultaneously with the consummation of the Extension Option, Borrower shall obtain and deliver pay to Lender on the first day an extension fee equal to 0.25% of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing then outstanding principal balance of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate ComponentsLoan, which Interest Rate Cap Agreement extension fee shall be effective commencing on the first date of such Extension Term deemed earned by Lender and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisednon-refundable upon receipt;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment pay all of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, Lender’s reasonable out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, actually incurred in connection with processing and documenting the Loan and/or Extension Option (including, without limitation, Lender’s reasonable legal fees), regardless of whether the applicable extension of the Term shall have been paid in full.Extension Option is successfully exercised or not; and
(fe) Mezzanine Borrower shall have delivered paid to Mezzanine Lender on the Initial Maturity Date the outstanding balance of the Mezzanine Loan, all accrued and unpaid interest and all other amounts due under the Mezzanine Loan Documents, in accordance with Section 2.4.5 hereof and the terms and conditions of Mezzanine Loan Agreement, and Borrower shall have provided evidence of the same to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable Certificate.”
(vii) A new schedule entitled “Schedule XVI – Notes (Extension Term)” shall be added to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents Agreement, as such schedule is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeset forth on Exhibit A attached hereto.
Appears in 1 contract
Sources: Loan Agreement (New York REIT, Inc.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no No Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term commences;
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Once given, such notice shall be irrevocable;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice obtain and deliver to Lender not less later than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first date of such Extension Term and shall Option, (ii) have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised, and (iii) otherwise meet the requirements set forth in Section 2.2.7 hereof;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that to such officer’s knowledge after diligent inquiry, each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(e) Mortgage Borrower shall have extended the Mortgage Loan pursuant to and in accordance with Section 2.7 of the Mortgage Loan Agreement and Mezzanine Borrower shall have extended the Mezzanine Loan pursuant to and in accordance with Section 2.8 of the Mezzanine Loan Agreement.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Sunstone Hotel Investors, Inc.)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of (1) to the Loan for three First Extended Maturity Date (3the “First Extension Option”) successive terms and (2) in the event Borrower has exercised the First Extension Option, to the Second Extended Maturity Date (the “Second Extension Option”, and together with the First Extension Option, each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default or Mezzanine Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable Extension Term is scheduled to commence;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty ninety (12090) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all subsequently revoke such notice, Borrower shall be responsible for Lender’s actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) Subject to the last paragraph of Section 2.5(g) hereof, Borrower shall obtain and deliver to Lender on or prior to the first day of the applicable each Extension Term, one or more Replacement an Interest Rate Cap Agreements Protection Agreement in form substantially identical to the Interest Rate Cap Agreements Protection Agreement delivered to Lender in connection with the closing of the Loan (except for such changes as may be necessitated by conversion to a Substitute Interest Rate Protection Agreement or otherwise in Converted Interest Rate Protection Agreement) from a form which is reasonably acceptable to Counterparty satisfying the Lender, from an Acceptable Minimum Counterparty Rating in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Protection Agreement shall provide for a LIBOR (or the Base Rate or the Alternate Rate, as applicable) strike price equal to the applicable Capped LIBOR Rate and be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedapplicable Extension Option;
(d) Borrower shall deliver a Counterparty Opinion pay to Lender in connection with respect the exercise of the Second Extension Option only, an extension fee equal to 0.25% of the Outstanding Principal Balance as of the exercise of the Second Extension Option (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the Replacement Interest Rate Cap Agreement and first day of the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementExtension Term;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date commencement of the applicable Extension Term, the Debt Yield shall be equal to or greater than the then-current applicable Required Extension Option Debt Yield; provided that, in the event the Debt Yield does not satisfy the foregoing requirement, Borrower shall be entitled to (i) make a Debt Yield Cure Prepayment (Mortgage Loan) and cause Mezzanine Borrower to make a Debt Yield Cure Prepayment (Mezzanine Loan) in order to satisfy the requirements of this Section 2.8(e), or (ii) deliver to Lender Debt Yield Cure Collateral (Mortgage Loan) to be held in accordance with the provisions of Section 6.5 hereof and cause Mezzanine Borrower to deliver to Mezzanine Lender Debt Yield Cure Collateral (Mezzanine Loan) to be held in accordance with the Mezzanine Loan Agreement, in which case, the requirements of this Section 2.8(e) shall be deemed satisfied;
(f) the term of the Mezzanine Loan shall have been extended to the applicable Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or after giving effect to the applicable extension Extension Option pursuant to the terms of the Term shall have been paid in full.Mezzanine Loan Agreement; and
(fg) Borrower shall have delivered to Lender Lender, together with its notice pursuant to Section 2.8(b) and and, at Lender’s reasonable request, on the commencement date of the applicable Extension OptionTerm, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, correct and complete and correct in all material respects as of the giving of the notice such date to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have (a) During the option to extend period commencing not more than 90 days prior to, and ending not less than 30 days prior to, the term first anniversary of the Loan beyond Closing Date (the "Initial Maturity Date Date"), the Borrower may request a six-month extension of any or all of the Revolving Credit Termination Date, the L/C Termination Date and/or the Term Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following by delivering written notice of such request to the exercise Administrative Agent, which the Administrative Agent shall distribute promptly to the applicable Lenders.
(b) The extension of each such option is hereinafter of the “Extended Revolving Credit Termination Date, the L/C Termination Date or the Term Loan Maturity Date”) upon , as applicable, shall become automatically effective on the first anniversary of the Closing Date subject to the satisfaction of the following terms and conditionsconditions precedent:
(ai) in the case of an extension of the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent, for distribution to each Revolving Credit Lender which holds a Revolving Credit Commitment on the Initial Maturity Date, a one-time fee in an amount equal to 0.375% of the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding);
(ii) in the case of an extension of the Term Loan Maturity Date, the Borrower shall pay to the Administrative Agent, for distribution to each Term Loan Lender which holds a Term Loan Commitment on the Initial Maturity Date, a one-time fee in an amount equal to 0.375% of the Term Loan Commitment of such Lender on such date (or, if the Term Loan Commitments have been terminated, the aggregate unpaid principal amount of Term Loans then outstanding);
(iii) in the case of an extension of the L/C Termination Date, the Borrower shall pay to the Administrative Agent, for distribution to the Issuing Lender, a one-time fee in an amount equal to 0.375% of the L/C Commitment on such date (or, if the L/C Commitment has been terminated, the aggregate amount of L/C Obligations on such date); and
(iv) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower has delivered to the Administrative Agent the request to extend the Revolving Credit Termination Date, the L/C Termination Date and/or the Term Loan Maturity Date, or on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “"Extension Option” and each such successive term, an “Extension Term”") of one (1) year each (the Maturity Date maturity date following the exercise of each such option is hereinafter the “"Extended Maturity Date”") upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty three (203) days and not earlier than one hundred twenty (120) days months, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in In connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) each Extension Option Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.7 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s 's Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer's Certificate to the extent such representations representation and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(e) In connection with the second Extension Option, Borrower shall (a) deposit the amount of $2,000,000 (the "Additional Rollover Reserve Deposit") in the form of cash and/or a Letter of Credit (or any combination thereof) in accordance with the terms and conditions set forth in Section 7.6 below, into the Rollover Reserve Fund and (b) commence to make an additional deposit on each Payment Date in the amount of $55,800 (the "Additional Rollover Reserve Monthly Deposit") into the Rollover Reserve Fund; provided that Borrower shall not be obligated to make such deposits in the event that the 3000 Property has been released in accordance with the provisions set forth in Section 2.5.1.
(f) In connection with the second Extension Option and the third Extension Option, Borrower shall pay to Lender on or before the first day of the second Extension Option and the third Extension Option, as the case may be, an extension fee equal to one-quarter of one percent (0.25%) of the outstanding principal balance of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Koger Equity Inc)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan (each an “Extension Option”) beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive termeach, an “Extension Term”) of one (1) year each (the each then applicable Maturity Date Date, as extended following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable Extension Term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty forty-five (2045) days and not earlier than one hundred twenty (120) days days, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or and (ii) with respect to each successive Extension Option, the then-current then applicable Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires not maturity date no earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b2.7(b) and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time;
(e) with respect to any exercise of the second and/or third Extension Options, Borrower shall pay to Lender an extension fee equal to 0.25% of the then outstanding balance of the Debt, such payment to be made on or prior to the first day of the applicable Extension Term;
(f) Borrower shall provide evidence reasonably satisfactory to Lender that there is sufficient capital available to Borrower to pay any necessary Capital Expenditures with respect to the Property;
(g) Borrower shall deposit additional funds into the Interest Reserve Account in an amount (if any) sufficient to result in a Debt Service Coverage Ratio for the extension term of at least 1.10:1.00 with respect to the Property;
(h) Lender shall have received such other opinions, documents and information in connection with the foregoing, as may be reasonably requested by Lender; and
(i) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel) in connection with the foregoing.
Appears in 1 contract
Sources: Loan Agreement (Bh Re LLC)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three one successive term (3) successive terms (each such option, an the “Extension Option” and each such successive term, an the “Extension Term”) of one twelve (112) year each months (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no No monetary or material non-monetary Default, nor any Event of Default Default, shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)Extension Option is exercised and at the time that the extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty ninety (12090) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that if Borrower shall pay all actual out-of-pocket subsequently revoke such notice, Borrower shall be responsible for Lender’s costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension TermOption, one or more Replacement an Interest Rate Cap Agreements Protection Agreement in form substantially identical to the Interest Rate Cap Agreements Protection Agreement delivered to Lender in connection with the closing of the Loan or otherwise in from a form which is reasonably acceptable to Counterparty satisfying the Lender, from an Acceptable Minimum Counterparty Rating in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Protection Agreement shall have cap LIBOR at the Capped LIBOR Rate and be effective commencing on the first date of such the Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect have delivered to Lender prior to the Replacement Interest Rate Cap Agreement first day of the Extension Term a business plan and a proposed Annual Budget covering the related Acknowledgment and shall deliver Extension Term, in each case, reasonably acceptable to Lender an executed Collateral Assignment of Interest Rate Cap AgreementLender;
(e) All amounts due and payable by Borrower and any other Person pursuant shall, on or prior to this Agreement or the other Loan Documents first day of the Extension Term, make a deposit into the Debt Service Reserve Account in an amount equal to the Extension Term Debt Service Reserve Deposit;
(f) the Loan-to-Value Ratio as of the first day of the Extension Term, as determined by Lender based on the Outstanding Principal Balance as of such date and an Appraisal dated not more than thirty (30) days prior to the Initial Maturity Date or the then-current Extended Maturity Date Date, shall not exceed fifty percent (as applicable50.0%), and all reasonable, outprovided that nothing herein shall limit Borrower’s right to prepay the Loan in an amount necessary to achieve such Loan-ofto-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, Value Ratio; and
(g) Borrower shall pay to Lender in connection with the Loan and/or the applicable extension exercise of the Term shall have been paid in full.
Extension Option an extension fee equal to one-half percent (f0.5%) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Outstanding Principal Balance (the “Extension OptionFee”), an Officer’s Certificate in form reasonably acceptable which Extension Fee shall be delivered on or prior to the Lender certifying that each first day of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.Extension Term
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of (1) to the Loan for three First Extended Maturity Date (3the “First Extension Option”) successive terms and (2) in the event Borrower has exercised the First Extension Option, to the Second Extended Maturity Date (the “Second Extension Option”, and together with the First Extension Option, each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default or Mortgage Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)applicable Extension Option is exercised and at the time that the applicable Extension Term is scheduled to commence;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty ninety (12090) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable mature (provided that if Borrower shall pay all subsequently revoke such notice, Borrower shall be responsible for Lender’s actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costsconnection with same);
(c) Subject to the last paragraph of Section 2.5(g) hereof, Borrower shall obtain and deliver to Lender on or prior to the first day of the applicable each Extension Term, one or more Replacement an Interest Rate Cap Agreements Protection Agreement in form substantially identical to the Interest Rate Cap Agreements Protection Agreement delivered to Lender in connection with the closing of the Loan (except for such changes as may be necessitated by conversion to a Substitute Interest Rate Protection Agreement or otherwise in Converted Interest Rate Protection Agreement) from a form which is reasonably acceptable to Counterparty satisfying the Lender, from an Acceptable Minimum Counterparty Rating in a notional amount equal to the aggregate Component Outstanding Principal Balances then outstanding principal balance of the Floating Rate ComponentsLoan, which Interest Rate Cap Protection Agreement shall provide for a LIBOR (or the Base Rate or the Alternate Rate, as applicable) strike price equal to the applicable Capped LIBOR Rate and be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedapplicable Extension Option;
(d) Borrower shall deliver a Counterparty Opinion pay to Lender in connection with respect the exercise of the each Extension Option, an extension fee equal to 0.25% of the Outstanding Principal Balance as of the exercise of the applicable Extension Option (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the Replacement Interest Rate Cap Agreement and first day of the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreementapplicable Extension Term;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date commencement of the applicable Extension Term, the Debt Yield shall be equal to or greater than the then-current applicable Required Extension Option Debt Yield; provided that, in the event the Debt Yield does not satisfy the foregoing requirement, Borrower shall be entitled to (i) make a Debt Yield Cure Prepayment (Mezzanine Loan) and cause Mortgage Borrower to make a Debt Yield Cure Prepayment (Mortgage Loan) in order to satisfy the requirements of this Section 2.8(e), or (ii) deliver to Lender Debt Yield Cure Collateral (Mezzanine Loan) to be held in accordance with the provisions of Section 6.5 hereof and cause Mortgage Borrower to deliver to Mortgage Lender Debt Yield Cure Collateral (Mortgage Loan) to be held in accordance with the Mortgage Loan Agreement, in which case, the requirements of this Section 2.8(e) shall be deemed satisfied;
(f) the term of the Mortgage Loan shall have been extended to the applicable Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or after giving effect to the applicable extension Extension Option pursuant to the terms of the Term shall have been paid in full.Mortgage Loan Agreement; and
(fg) Borrower shall have delivered to Lender Lender, together with its notice pursuant to Section 2.8(b) and and, at Lender’s reasonable request, on the commencement date of the applicable Extension OptionTerm, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, correct and complete and correct in all material respects as of the giving of the notice such date to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hersha Hospitality Trust)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default with respect to (x) Borrower’s failure to pay Debt Service that is then due and payable, (y) Guarantor’s failure to make any payments under the Guaranty and/or any Ancillary Guaranty that is then due and payable and/or (z) any Bankruptcy Action of Borrower and/or any SPE Constituent Entity, in each instance, shall have occurred and be continuing on at the Initial Maturity Date or commencement of the then-current Extended Maturity Date (as applicable)applicable Extension Term;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty ten (2010) days Business Days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the applicable Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that if Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loansubsequently revoke such notice, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the be responsible for Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all ’s reasonable, out-of-pocket costs and expenses incurred in connection with processing and documenting the applicable Extension Option);
(c) if required pursuant to the terms of LenderSection 2.2.7 hereof, including Borrower shall obtain and deliver to Lender on or prior to the first day of each Extension Term, one or more Interest Rate Protection Agreements, which shall be an Interest Rate Protection Agreement from an Acceptable Counterparty in a notional amount at least equal to the then Outstanding Loan Amount as of the commencement of such Extension Term, which Interest Rate Protection Agreement shall have a strike price based on the Applicable Index Rate equal to the Required Strike Price (or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price) and be effective commencing not later than the first date of such Extension Term (or, the later of (a) if the maturity date of the then-current Interest Rate Protection Agreement is a later date, such later date and (b) to the extent a Securitization has occurred, the first day of the first Interest Period commencing during such Extension Term) and shall have a maturity date not earlier than the applicable Extended Maturity Date (or, to the extent a Securitization has occurred, the Interest Period applicable to the related Extended Maturity Date) after giving effect to the option then being exercised; and
(d) if a Mezzanine Loan is then outstanding, the Mezzanine Loan shall have been repaid or extended (or will be contemporaneously extended) through a date not earlier than the applicable Extended Maturity Date. ▇▇▇▇▇▇▇▇ acknowledges and agrees that in the event ▇▇▇▇▇▇▇▇ delivers a notice exercising an Extension Option (which notice shall be revocable by Borrower), Borrower shall reimburse Lender and Servicer, if any, for reasonable third party costs and expenses actually incurred in connection with processing and documenting the Extension Option, including, without limitation, reasonable attorneys’ fees and expenses of Lender’s counsel, in connection with actually incurred (provided (i) such reimbursement shall not be a condition precedent to the Loan and/or the applicable extension effectiveness of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date exercise of the applicable Extension OptionOption and may be made by Borrower following the exercise of such Extension Option and (ii) such attorneys’ fees and expenses shall not exceed $2,500) and the current fee being assessed by Servicer in an amount not to exceed $5,000, an Officer’s Certificate in form reasonably acceptable regardless of whether the Extension Option is successfully exercised or not. Notwithstanding anything to the Lender certifying that each contrary herein, Borrower shall not be required to execute any extension letters, extension agreements or other similar documentation in order to exercise an Extension Option or as a condition to the effectiveness of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as extension of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeMaturity Date.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no No Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term commences;
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Once given, such notice shall be irrevocable;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice obtain and deliver to Lender not less later than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first date of such Extension Term and shall Option, (ii) have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;, and (iii) otherwise meet the requirements set forth in Section 2.2.7 hereof; and
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.7 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that that, to such officer’s knowledge after diligent inquiry, each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) two successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty one (201) days and not earlier than one hundred twenty (120) days month, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or and (ii) with respect to the then-current Extended Maturity Datesecond Extension Option, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension end of the term of the Loan, including any Breakage Costs)first Extension Option;
(c) Borrower shall pay to Lender on or before the date that the applicable extension term is commenced the Extension Fee and all other amounts then due and payable under this Agreement and the other Loan Documents;
(d) the Loan-to-Value Ratio shall be not greater than the Loan-to-Value Ratio in effect as of the Closing Date; provided, however, Borrower shall be permitted to make a partial prepayment of the Loan on the effective date of such extension in order to satisfy the condition set forth in this Section 2.7(d), and notwithstanding anything to the contrary contained in this Agreement, such prepayment shall be without prepayment penalty or premium;
(e) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than one (1) Business Day prior to the first day of the applicable Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate ComponentsCounterparty, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.Date; and
(f) In connection with each Extension Option Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.7 and at Lender’s reasonable request, on as of the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that that, to such officer’s knowledge, each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving date of the notice such Officer’s Certificate to the extent such representations representation and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three two (32) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no No Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term commences;
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Once given, such notice shall be irrevocable;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice obtain and deliver to Lender not less later than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first date of such Extension Term and shall Option, (ii) have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised, and (iii) otherwise meet the requirements set forth in Section 2.2.7 hereof;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender Lender, together with its notice pursuant to Subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that to such officer’s knowledge after diligent inquiry, each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; and
(e) Mortgage Borrower shall have extended the Mortgage Loan pursuant to and in accordance with Section 2.7 of the Mortgage Loan Agreement.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Sunstone Hotel Investors, Inc.)
Extension of the Initial Maturity Date. Borrower shall have the option three (3) options (each, an “Extension Option”) to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three to the Payment Date in December, 2015, December, 2016 and December, 2017, respectively (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter option, the “Extended Maturity Date”) ), upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date time the applicable Extension Option is exercised or at the then-current Extended Maturity Date time that the additional term provided by the exercise of the applicable Extension Option (as applicable)the “Extension Term”) commences;
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty forty-five (2045) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Any such notice shall be revocable provided that Borrower shall have remain responsible for the right payment of the Breakage Costs and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such canceled notice;
(c) if the Interest Rate Cap Agreement is scheduled to revoke any notice of its election mature prior to extend the applicable Extended Maturity Date by giving written notice Date, Borrower shall obtain and deliver to Lender not less later than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable each Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date day of such Extension Term and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option Extension Option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension OptionTerm, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that (i) each of the representations and warranties of Borrower (but excluding any representations and warranties by Borrower as to the Guarantor’s financial condition) contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timetime or, if not true and correct, updating such representations and warranties to make the same true and correct (provided that the facts and circumstances giving rise to such updated representations and warranties are not otherwise a Default or Event of Default) or (ii) if Borrower is entitled to deliver an Officer’s Certificate pursuant to Section 2.8(f) below, that the Master Lease remains in full force and effect and there are no defaults or events of default by Borrower or, to Borrower’s knowledge after due inquiry, Master Tenant thereunder;
(e) Borrower shall reimburse Lender and Servicer for any out-of-pocket costs and expenses of Lender and Servicer arising in connection with the Borrower’s exercise of any Extension Option (including reasonable out-of-pocket attorneys’ fees and expenses);
(f) The Master Lease shall remain in full force and effect as evidenced by a tenant estoppel certificate, dated not more than fifteen (15) days prior to the first day of the applicable Extension Option, signed by Master Tenant and acceptable to Lender; provided, that, if Master Tenant does not deliver such tenant estoppel certificate and Borrower has used diligent efforts to obtain the same, Borrower shall be entitled to deliver an Officer’s Certificate pursuant to clause (d) above in lieu thereof;
(g) Borrower shall deliver to Lender, no later than twenty (20) days prior to the then applicable Maturity Date, an Ongoing Debt Yield Calculation Notice. Lender shall approve or reject in writing the Borrower’s calculation of Ongoing Debt Yield and Borrower’s calculation of the principal prepayment of the Loan, if any, necessary to satisfy the Ongoing Debt Yield test set forth in clause (h) below, which are set forth in the Ongoing Debt Yield Calculation Notice within fifteen (15) days of Lender’s receipt of such notice or Lender shall be deemed to have approved such calculation set forth therein. If Lender rejects Borrower’s calculations set forth in such Ongoing Debt Yield Calculation Notice, Lender’s calculation of Ongoing Debt Yield and the principal prepayment of the Loan, if any, necessary to satisfy the Ongoing Debt Yield test set forth in clause (h) below, shall be Conclusive; and
(h) the Ongoing Debt Yield for the twelve (12) full calendar months ending on October 30th preceding the commencement of the applicable Extension Term is to commence is equal to or greater than (i) for the exercise of the first Extension Option, 10.50%, (ii) for the exercise of the second Extension Option, 10.50% and (iii) for the exercise of the third Extension Option, 11.00%; provided, however, with respect to the exercise of any Extension Option, Borrower shall be permitted to make, within ten (10) days after receiving Lender’s written notice that the Ongoing Debt Yield test has not been satisfied (but not later than the day preceding the first (1st) day of the Extension Term), a prepayment to be applied to the outstanding principal amount of the Loan in an amount agreed or deemed agreed to by Lender to be sufficient to meet the foregoing applicable Ongoing Debt Yield test and any such prepayment shall not require payment of any Spread Maintenance Payment, prepayment premium, penalty or fee, but shall require the payment of interest through the end of the applicable Interest Period; and provided further, however, that in the event the Ongoing Debt Yield test set forth in clause (iii) of this subsection (h) is not satisfied but the other conditions to such extension are satisfied, Borrower shall be permitted to extend the then-current Maturity Date to the final Extended Maturity Date upon Borrower delivering a written notice to Lender prior to the Determination Date immediately preceding the first day of the Extension Term provided by the exercise of the third Extension Option (an “Amortization Election Notice”) pursuant to which Borrower acknowledges and agrees that, in lieu of making a prepayment to meet the Ongoing Debt Yield Test applicable to such extension, Borrower shall make additional principal payments in the amount of $500,000 on each Payment Date during the third Extension Option through the Extended Maturity Date in accordance with Section 2.3.1(b).
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three five (35) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty one (201) days and not earlier than one hundred twenty (120) days month, prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical with a LIBOR strike price equal to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, then applicable Strike Price from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementIntentionally omitted;
(e) All amounts due and payable by Borrower and any other Person pursuant shall pay to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date Lender (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, i) in connection with the Loan and/or the applicable extension exercise of the Term fourth (4th) Extension Option an extension fee equal to one hundred twenty-five thousandths of one percent (0.125%) of the then outstanding principal amount of the Loan and (ii) in connection with the exercise of the fifth (5th) Extension Option an extension fee equal to two hundred fifty thousandths of one percent (0.250%) of the then outstanding principal amount of the Loan, in each case on or prior to the commencement of the Extension Option, which extension fee shall have been paid in full.be deemed earned by Lender and non-refundable upon receipt;
(f) (i) in connection with the fourth (4th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 10.75% as of the day immediately preceding the commencement date thereof and (ii) in connection with the fifth (5th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 11.25% as of the day immediately preceding the commencement date thereof; and
(g) Mortgage Borrower shall have delivered to Lender together with its notice extended the Mortgage Loan pursuant to and in accordance with Section 2.8(b) and at Lender’s reasonable request, on the commencement date 2.7 of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Mortgage Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeAgreement.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Wyndham International Inc)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three one term (3) successive terms (each such option, an the “Extension Option” and each such successive term, an the “Extension Term”) of one (1) year each (to the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) , upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date or time the then-current Extended Maturity Date (as applicable)Extension Option is exercised and at the time that the applicable extension occurs;
(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than twenty thirty (2030) days and not earlier than one hundred twenty ninety (12090) days prior to the date the Loan is then scheduled to mature. , provided that if Borrower shall have the right to subsequently revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Datesuch notice, as applicable (provided that Borrower shall pay all actual be responsible for Lender’s reasonable out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs)connection with same;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the Extended Maturity Date, Borrower shall (i) modify the existing Interest Rate Cap Agreement or obtain and deliver to Lender on or prior to the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which modified Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement (as applicable) shall have a LIBOR strike price equal to the Strike Price, be effective commencing on the first date of such the Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
exercised and (dii) Borrower shall deliver a Counterparty Opinion an assignment of interest rate cap agreement with respect to the any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementAgreement delivered on the Closing Date, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Lender;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(fd) Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8(b) 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timetime or identify exceptions thereto as appropriate which are reasonably acceptable to Lender;
(e) the Debt Yield shall equal or exceed 7.25%;
(f) prior to or simultaneously with the consummation of the Extension Option, Borrower shall pay to Lender an extension fee equal to 0.25% of the then outstanding principal balance of the Loan, which extension fee shall be deemed earned by Lender and non-refundable upon receipt;
(g) the Spread shall be increased by 0.25% for the Extension Term;
(h) if Mortgage Borrower has neither withdrawn the WWP Fund and consummated the Equity Purchase, nor paid to Mortgage Lender or Lender the WWP Fund to be applied to pay down the Mortgage Loan and Loan (on a pro rata basis provided that no Event of Default has occurred and is continuing), in either case, in accordance with Section 7.9.2 of the Mortgage Loan Agreement, then Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender or Lender the WWP Fund for application to prepayment of the Mortgage Loan and Loan (on a pro rata basis provided that no Event of Default has occurred and is continuing), without payment of any prepayment premium or spread maintenance premium or any other fee or penalty, in accordance with the terms and conditions set forth in Section 2.4 hereof and Section 2.4 of the Mortgage Loan Agreement;
(i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with processing and documenting the Extension Option (including, without limitation, Lender’s reasonable legal fees), regardless of whether the Extension Option is successfully exercised or not; and
(j) provided the Mortgage Loan is outstanding, the Mortgage Loan Extension Option shall have been exercised in accordance with the terms of the Mortgage Loan Agreement, and Borrower shall have provided to Lender evidence of such exercise of the Mortgage Loan Extension Option.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three five (35) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty one (201) days and not earlier than one hundred twenty (120) days month, prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical with a LIBOR strike price equal to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, then applicable Strike Price from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementIntentionally omitted;
(e) All amounts due and payable by Borrower and any other Person pursuant shall pay to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date Lender (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, i) in connection with the Loan and/or the applicable extension exercise of the Term fourth (4th) Extension Option an extension fee equal to one hundred twenty-five thousandths of one percent (0.125%) of the then outstanding principal amount of the Loan and (ii) in connection with the exercise of the fifth (5th) Extension Option an extension fee equal to two hundred fifty thousandths of one percent (0.250%) of the then outstanding principal amount of the Loan, in each case on or prior to the commencement of the Extension Option, which extension fee shall have been paid in full.be deemed earned by Lender and non-refundable upon receipt;
(f) (i) in connection with the fourth (4th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 10.75% as of the day immediately preceding the commencement date thereof and (ii) in connection with the fifth (5th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 11.25% as of the day immediately preceding the commencement date thereof; and
(g) Mortgage Borrower shall have delivered to Lender together with its notice extended the Mortgage Loan pursuant to and in accordance with Section 2.8(b) and at Lender’s reasonable request, on the commencement date 2.7 of the applicable Extension Option, an Officer’s Certificate Mortgage Loan Agreement and Senior Mezzanine Borrower shall have contemporaneously extended the term of Senior Mezzanine Loan in form reasonably acceptable to accordance with the Lender certifying that each of the representations and warranties of Borrower contained in the Senior Mezzanine Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeDocuments.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Wyndham International Inc)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three five (35) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty one (201) days and not earlier than one hundred twenty (120) days month, prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical with a LIBOR strike price equal to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, then applicable Strike Price from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementIntentionally omitted;
(e) All amounts due and payable by Borrower and any other Person pursuant shall pay to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date Lender (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, i) in connection with the Loan and/or the applicable extension exercise of the Term fourth (4th) Extension Option an extension fee equal to one hundred twenty-five thousandths of one percent (0.125%) of the then outstanding principal amount of the Loan and (ii) in connection with the exercise of the fifth (5th) Extension Option an extension fee equal to two hundred fifty thousandths of one percent (0.250%) of the then outstanding principal amount of the Loan, in each case on or prior to the commencement of the Extension Option, which extension fee shall have been paid in full.be deemed earned by Lender and non-refundable upon receipt; and
(f) Borrower (i) in connection with the fourth (4th) Extension Option, the Debt Yield of the Properties in the aggregate shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on not be less than 10.75% as of the day immediately preceding the commencement date of thereof and (ii) in connection with the applicable fifth (5th) Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each Debt Yield of the representations and warranties of Borrower contained Properties in the Loan Documents is true, complete and correct in all material respects aggregate shall not be less than 11.25% as of the giving of day immediately preceding the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timecommencement date thereof.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (applicable; provided that Borrower shall pay all actual reasonable out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements Agreement delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the any Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, reasonable out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b2.9(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”") of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”") upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty thirty (2030) days and not earlier than one hundred twenty (120) days days, prior to (i) with respect to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to first Extension Option, the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon ii) with respect to the expected extension second Extension Option, the end of the term first Extension Option, and (iii) with respect to the third Extension Option, the end of the Loan, including any Breakage Costs)second Extension Option;
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than one (1) Business Day prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical to (or extension of the existing Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, Agreement) from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (or extension of the existing Interest Rate Cap Agreement) shall (i) be effective commencing on the first date of such Extension Term and shall Option, (ii) have a scheduled term that expires LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) If required by Lender, Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver delivers to Lender an amendment to the Hotel Operating Lease executed Collateral Assignment by Hotel Owner and Hotel Operator extending the term thereof for a period of Interest Rate Cap Agreement;time ending no earlier than the applicable Extended Maturity Date; and
(e) All amounts due and payable Borrower reimburses Lender for all costs reasonably incurred by Borrower and any other Person pursuant to this Agreement or Lender in processing the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable)extension request, and all reasonableincluding, out-of-pocket costs and expenses of Lenderwithout limitation, including reasonable legal fees and expenses; provided, however, that in no event shall Borrower be required to pay any such fees, costs or expenses in excess of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in fullFive Thousand Dollars ($5,000).
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”), the first two (2) of such Extension Terms being one (1) year each and the third Extension Term being fifteen (15) months (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain (and thereafter maintain in effect for the Extension Term or until earlier repayment of the Loan in full) and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three five (35) successive terms (each such optioneach, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Initial Maturity Date or date that the then-current Extended Maturity Date (as applicable)applicable extension term is commenced;
(b) Borrower shall provide notify Lender with written notice of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than twenty one (201) days and not earlier than one hundred twenty (120) days month, prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall obtain and deliver to Lender on not later than ten (10) Business Days prior to the first day of the applicable each Extension TermOption, one or more Replacement Interest Rate Cap Agreements in form substantially identical with a LIBOR strike price equal to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, then applicable Strike Price from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term Option and shall have a scheduled term that expires maturity date not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercisedDate;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap AgreementIntentionally omitted;
(e) All amounts due and payable by Borrower and any other Person pursuant shall pay to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date Lender (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, i) in connection with the Loan and/or the applicable extension exercise of the Term fourth (4th) Extension Option an extension fee equal to one hundred twenty-five thousandths of one percent (0.125%) of the then outstanding principal amount of the Loan and (ii) in connection with the exercise of the fifth (5th) Extension Option an extension fee equal to two hundred fifty thousandths of one percent (0.250%) of the then outstanding principal amount of the Loan, in each case on or prior to the commencement of the Extension Option, which extension fee shall have been paid in full.be deemed earned by Lender and non-refundable upon receipt;
(f) (i) in connection with the fourth (4th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 10.75% as of the day immediately preceding the commencement date thereof and (ii) in connection with the fifth (5th) Extension Option, the Debt Yield of the Properties in the aggregate shall not be less than 11.25% as of the day immediately preceding the commencement date thereof; and
(g) Mortgage Borrower shall have delivered to Lender together with its notice extended the Mortgage Loan pursuant to and in accordance with Section 2.8(b) and at Lender’s reasonable request, on the commencement date 2.7 of the applicable Extension Option, an Officer’s Certificate Mortgage Loan Agreement and each Senior Mezzanine Borrower shall have contemporaneously extended the term of each Senior Mezzanine Loan in form reasonably acceptable to accordance with the Lender certifying that each of the representations and warranties of Borrower contained in the Senior Mezzanine Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timeDocuments.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Wyndham International Inc)
Extension of the Initial Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:
(a) no Event of Default shall have occurred and be continuing on the Initial Maturity Date or the then-current Extended Maturity Date (as applicable);
(b) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than twenty (20) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) Borrower shall obtain and deliver to Lender on the first day of the applicable Extension Term, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the then-current Extended Maturity Date (as applicable), and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full.; and
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time.
Appears in 1 contract
Sources: Loan Agreement (Starwood Waypoint Residential Trust)
Extension of the Initial Maturity Date. The Borrower shall have the option to request to extend the term of the Loan beyond the Initial Maturity Date of the Loan for three (3) successive terms (each such optionrequest, an “Extension OptionRequest” and each such successive term, an “Extension Term”) of one (1) year each (the Initial Maturity Date following the exercise of each such option any extension is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditionsconditions and the agreement of the Lender to extend which shall be granted in the sole discretion of the Lender:
(a) no Event of Default shall have occurred and be continuing on at the Initial Maturity Date time of the applicable Extension Request or at the then-current Extended Maturity Date (as applicable)time that the applicable extension occurs;
(b) The Borrower shall provide Lender with written revocable notice of its election request to extend the Maturity Date as aforesaid not later than twenty ninety (20) days and not earlier than one hundred twenty (12090) days prior to the date the Loan is then scheduled to mature. Borrower shall have the right to revoke any notice of its election to extend the Maturity Date by giving written notice to Lender not less than five (5) Business Days prior to the Initial Maturity Date or the then-current Extended existing Maturity Date, as applicable (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the expected extension of the term of the Loan, including any Breakage Costs);
(c) The Borrower shall obtain and deliver execute or cause the execution of all documents reasonably required by Lender to Lender on extend the first day of Maturity Date; and
(d) Whether or not the applicable Extension TermOption becomes effective, one or more Replacement Interest Rate Cap Agreements in form substantially identical to the Interest Rate Cap Agreements delivered to Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the closing of the Loan or otherwise in a form which is reasonably acceptable to the Lender, from an Acceptable Counterparty in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Interest Rate Cap Agreement shall be effective commencing on the first date of such proposed Extension Term Option (pre- and shall have a scheduled term that expires not earlier than the last day of the Interest Period in which the applicable Extended Maturity Date is scheduled to occur after giving effect to the option then being exercised;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Cap Agreement;
(e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Maturity Date or the thenpost-current Extended Maturity Date (as applicableclosing), and including reasonable attorneys’ fees actually incurred; all reasonable, out-of-pocket such costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with incurred up to the Loan and/or the applicable extension time of the Term shall have been paid in full.
(f) Borrower shall have delivered to Lender together with its notice pursuant to Section 2.8(b) and at Lender’s reasonable request, on the commencement date effectiveness of the applicable Extension OptionOption shall be due and payable prior thereto unless otherwise agreed by the Lender (or if the proposed extension does not become effective, an Officer’s Certificate in form reasonably acceptable then upon demand by the Lender). In response to each Extension Request, the Lender shall, not later than sixty (60) days prior to the effectiveness of applicable Extension Term, notify Borrower whether it is willing (in its sole and complete discretion) to extend the scheduled Maturity Date for an additional one-year period (and if the Lender certifying that each of fails to give such notice it shall be deemed to have elected not to extend the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of timescheduled Maturity Date).
Appears in 1 contract