Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension: (a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable; (b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full; (c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 8 contracts
Sources: Loan Agreement (FTE Networks, Inc.), Loan Agreement (FTE Networks, Inc.), Loan Agreement (FTE Networks, Inc.)
Extension Options. 2.3.1 Subject to and in accordance with the provisions terms and conditions of this Section 2.6.12.3, Borrower Tenant shall have the option number of Extension Options specified in Item 6 of the Basic Lease Information to extend the Term of this Lease, for the respective Extension Terms specified in such Item 6, upon the same terms, conditions and provisions applicable to the then-current Term of this Lease (except as provided otherwise herein). The monthly Extension Term Base Rent payable with respect to the “First Tenant Space for each year of the Extension Option”)Term shall be increased hereunder as of the first (1st) day of each such year to be equal to one hundred three percent (103%) of the Base Rent payable for the immediately preceding month of the Term of the Lease, as extended.
2.3.2 Tenant may exercise each Extension Option only by irrevocable written notice delivering an Extension Option Exercise Notice to Landlord at least six (the “First Extension Notice”6) delivered to Lender no later than thirty (30) days calendar months prior to the Stated Maturity Datethen applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction Term of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing this Lease by an Extension Term on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties terms set forth in this Agreement remain trueSection 2.3. In the event that Tenant shall duly exercise an Extension Option, correct the Term shall be extended to include the applicable Extension Term (and complete all references to the Term in all material respects as this Lease shall be deemed to refer to the Term specified in Item 5 of the commencement Basic Lease Information, plus all duly exercised Extension Terms). In the event that Tenant shall fail to deliver an Extension Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the applicable essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and (ii) waiving any claims, counterclaims, other options or rights of rescission, set-offs to renew or defenses, known or unknown, against Lender as extend the Term effective after the then applicable expiration date of the commencement Term shall terminate and shall be of no further force or effect.
2.3.3 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers the applicable Extension OptionOption Exercise Notice. If Borrower Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Extension Option Exercise Notice, or on the date on which the Extension Term is unable scheduled to satisfy all commence, there shall be an uncured Event of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderDefault by Tenant under this Lease.
Appears in 4 contracts
Sources: Datacenter Lease (Endurance International Group Holdings, Inc.), Turn Key Datacenter Lease (Endurance International Group Holdings, Inc.), Datacenter Lease (Constant Contact, Inc.)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default Default, Trigger Event or Adjusted Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the Second items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension NoticeAmendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by an Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 3 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall Borrowers have the option right to extend the term of the Loan for two additional terms of twelve (12) months each (each, an “Extension Term”), with the first additional term (“First Extension OptionTerm”) having a maturity date that is the date that is the twelfth Payment Date following the Initial Maturity Date (“First Extended Maturity Date”) and the second additional term (“Second Extension Term”) having a maturity date that is the date that is the twelfth Payment Date following the First Extended Maturity Date (“Second Extended Maturity Date”), . Borrowers shall exercise the right to exercise any extension option under this Section 2.10 by irrevocable written giving Lender notice (the “First Extension Notice”) delivered to Lender no later than of such election at least thirty (30) days prior to (i) the Stated Initial Maturity Date, in the case of exercising the option to extend the Maturity Date term of the Loan to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right , and (ii) the First Extended Maturity Date, in the case of exercising the option to so extend the term of the Loan to the Second Extended Maturity Date Date. Upon receipt of any such request by Borrowers to extend the term of the Loan, Lender will notify Borrowers whether or not the term of the Loan will be so extended, which extension shall be subject to the granted upon satisfaction of each of the following conditions precedent prior to the effectiveness of any such extensionin Lender’s sole discretion:
(a) (i) no No Event of Default shall have occurred and be continuing on exists as of the date Borrower delivers of Borrowers’ extension option election notice to Lender and as of the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Initial Maturity Date and or the First Extended Maturity Date, as applicable, and the Borrowers deliver Lender Officer’s Certificates confirming same;
(b) All amounts due and payable by Borrower and any other Person pursuant On or prior to this Agreement or the other Loan Documents as of the Stated Initial Maturity Date or the First Extended Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with Borrowers either (A) extend the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as term of the commencement of Initial Interest Rate Cap Agreement to a date not earlier than the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, or (B) obtain an Extension Interest Rate Cap Agreement for the applicable Extension Option, Term with a LIBOR Rate strike price equal to the Strike Price and (ii) waiving any claims, counterclaims, rights collaterally assigned such Extension Interest Rate Cap Agreement to Lender pursuant to an assignment of rescission, set-offs or defenses, known or unknown, against Lender interest rate cap agreement in the same form as of the commencement of the applicable Extension OptionInterest Rate Cap Assignment. If Borrower is unable to satisfy all any of the foregoing conditions within the applicable time frames for eachare not satisfied in Lender’s sole discretion, Lender shall have no obligation to extend the Stated term of the Loan. Upon Borrowers’ exercise of its rights under this Section 2.10 and Lender’s extension of the term of the Loan in connection therewith, the defined term “Maturity Date” shall be deemed to be the First Extended Maturity Date hereunderor the Second Extended Maturity Date, as applicable.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31September 9, 2022 2017 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2018 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2019 (the “Third Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date applicable Extension Date;
(b) Borrower delivers shall (i) obtain and deliver to Lender not later than the First first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Notice or Option) and ending on the Second Extension Notice, as applicable, last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) no Default or Event of Default shall have occurred execute and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicabledeliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(bc) 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 Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date, and the Second 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;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default or Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the Second items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension NoticeAmendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(cDocuments; provided that such Section 2.22(b) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions Additional Amendments are within the applicable requirements of Section 2.22(b)(ii) and do not become effective prior to the time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.that such
Appears in 2 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31June 9, 2022 2018 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to June 9, 2019 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to June 9, 2020 (the “Third Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date applicable Extension Date;
(b) Borrower delivers shall (i) obtain and deliver to Lender not later than the First first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Notice or Option) and ending on the Second Extension Notice, as applicable, last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) no Default or Event of Default shall have occurred execute and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicabledeliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(bc) 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 Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date, and the Second 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;.
(ce) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Extension Options. Subject to the provisions of this Section 2.6.15, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Initial Maturity Date, to extend the Maturity Date to August 31September 9, 2022 2007 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2008 (the Second Extended Maturity Date). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) i. no Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (iiB) no Default or Event of Default shall have occurred and be continuing on the Stated Initial Maturity Date and the First Extended Maturity Date, as applicable;
ii. Borrower shall obtain and deliver to Lender not later than one (b1) All amounts due and payable by Borrower and any other Person pursuant Business Day prior to this Agreement or the other Loan Documents as first day of the Stated term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate prior to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of giving effect to the applicable Extension Option, ) and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as ending on the last day of the commencement of Interest Period in which the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated extended Maturity Date hereunderoccurs;
iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment; and
iv. on the Initial Maturity Date and the First Extended Maturity Date, Borrower shall pay to Lender the Extension Fee.
Appears in 2 contracts
Sources: Loan Agreement (Digital Realty Trust, Inc.), Loan Agreement (Digital Realty Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31March 9, 2022 2018 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2019 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to March 9, 2020 (the “Third Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date applicable Extension Date;
(b) Borrower delivers shall (i) obtain and deliver to Lender not later than the First first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Notice or Option) and ending on the Second Extension Notice, as applicable, last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) no Default or Event of Default shall have occurred execute and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicabledeliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(bc) 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 Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date, and the Second 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;.
(ce) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Extension Options. Subject So long as Specialtysemi, Inc. or an Affiliate or assignee under Paragraph 7.2(b) or an assignee specifically approved by Landlord in accordance with Paragraph 7.4(g) is the Tenant hereunder, and subject to the provisions of this Section 2.6.1conditions set forth below, Borrower Tenant shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, two options to extend the Maturity Date term of this Lease with respect to August 31the entirety of the Leased Premises, 2022 the first for a period of five (5) years from the expiration of the last year of the Lease Term (the “"First Extended Maturity Date”Extension Period"). Borrower’s right to so extend , and the Maturity Date shall be second (the "Second Extension Period") for a period of five (5) years from the expiration of the First Extension Period, subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionconditions:
(a) (i) no Event Each option to extend shall be exercised, if at all, by notice of Default shall have occurred and be continuing on exercise given to Landlord by Tenant not more than fifteen months nor less than twelve months prior to the date Borrower delivers expiration of the last year of the Lease Term or the expiration of the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity DatePeriod, as applicable;
(b) All amounts due Each option to extend shall be subject to Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(c) Tenant shall have exercised its corresponding option to extend under the El Capitan Lease.
(d) Anything herein to the contrary notwithstanding, if Tenant has had chronic material defaults under any of the terms, covenants or conditions of this Lease during the Lease Term beyond applicable notice and payable by Borrower and cure periods or is in default under any other Person pursuant to of the terms, covenants or conditions of this Agreement Lease at the time Tenant exercises either extension option or on the commencement date of the First Extension Period or the other Loan Documents as of the Stated Maturity Date or the First Maturity DateSecond Extension Period, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counselLandlord shall have, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate addition to Lender (i) certifying that all representations of Landlord's other rights and warranties set forth remedies provided in this Agreement remain trueLease, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (iiright to terminate such option(s) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderupon notice to Tenant.
Appears in 2 contracts
Sources: Lease Agreement (Jazz Semiconductor Inc), Lease Agreement (Jazz Semiconductor Inc)
Extension Options. Subject Landlord agrees that Tenant shall have, and it is hereby granted, two (2) successive options (the “Extension Options”) to extend the Term as to any Property Location or Property Locations, in Tenant’s sole discretion, for a period of ten (10) years each (individually, an “Extension Period”, and collectively, the “Extension Periods”), each such Extension Period to begin respectively upon the expiration of the initial Term or the prior Extension Period, as the case may be. All of the terms, covenants and provisions of this Lease shall apply to each Extension Period with respect to the Property Locations that Tenant elects to extend, except that Base Rent (as defined in Section 2.6.12.01 below) for each of the Extension Periods shall continue to be adjusted pursuant to the terms of Sections 1.04 and 2.01 below, Borrower payable in equal monthly installments as Monthly Base Rent (as defined in Section 2.01). In order to exercise the Extension Options, Tenant shall have give Landlord notice of such exercise (which notice shall identify the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”Property Locations that are to be extended) delivered to Lender no later than one hundred twenty (120) days prior to the end of the initial Term of this Lease or the prior Extension Period, as the case may be; provided, however, that if Tenant shall fail to give the notice within the aforesaid time limit, Tenant’s right to exercise its option shall nevertheless continue during said one hundred twenty (120) day period until thirty (30) days prior after Landlord shall have given Tenant notice of Landlord’s election to terminate such option (“Landlord’s Notice”), and Tenant may exercise such option at any time until the Stated Maturity Date, expiration of said thirty (30) day period. It is the intention of the parties to avoid forfeiture of Tenant’s rights to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction Term under any of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties options set forth in this Agreement remain trueLease through inadvertent failure to give the extension notice within the time limits prescribed. Accordingly, correct and complete in all material respects as if Tenant shall fail to give an extension notice to Landlord for any of the commencement Extension Periods, and if Landlord shall fail to give Landlord’s Notice to Tenant, then until the expiration of thirty (30) days following Landlord’s Notice, or until Tenant either exercises its option to extend or notifies Landlord that it does not intend to exercise said option to extend, the Term shall be extended automatically from month to month upon all the terms and conditions then in effect, except that Monthly Base Rent shall be increased in accordance with Article 8, and in no event shall the Term extend beyond the last date of the applicable last Extension Option, and (ii) waiving Period. Upon the failure of Tenant to exercise one or any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement options herein following Landlord’s Notice, and, in any event, upon expiration of the applicable last of such Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for eachPeriods, Lender Tenant shall have no obligation further or additional right to renew or extend the Stated Maturity Date hereunderthis Lease.
Appears in 2 contracts
Sources: Master Lease (Spirit Finance Corp), Master Lease (Spirit Finance Corp)
Extension Options. Subject So long as Specialtysemi, Inc. or an Affiliate or assignee under Paragraph 7.2(b) or an assignee specifically approved by Landlord in accordance with Paragraph 7.4(g) is the Tenant hereunder, and subject to the provisions of this Section 2.6.1conditions set forth below, Borrower Tenant shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, two options to extend the Maturity Date term of this Lease with respect to August 31the entirety of the Leased Premises, 2022 the first for a period of five (5) years from the expiration of the last year of the Lease Term (the “"First Extended Maturity Date”Extension Period"). Borrower’s right to so extend , and the Maturity Date shall be second (the "Second Extension Period") for a period of five (5) years from the expiration of the First Extension Period, subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionconditions:
(a) (i) no Event Each option to extend shall be exercised, if at all, by notice of Default shall have occurred and be continuing on exercise given to Landlord by Tenant not more than fifteen months nor less than twelve months prior to the date Borrower delivers expiration of the last year of the Lease Term or the expiration of the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity DatePeriod, as applicable;
(b) All amounts due Each option to extend shall be subject to Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(c) Anything herein to the contrary notwithstanding, if Tenant has had chronic material defaults under any of the terms, covenants or conditions of this Lease during the Lease Term beyond applicable notice and payable by Borrower and cure periods or is in default under any other Person pursuant to of the terms, covenants or conditions of this Agreement Lease at the time Tenant exercises either extension option or on the commencement date of the First Extension Period or the other Loan Documents as of the Stated Maturity Date or the First Maturity DateSecond Extension Period, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counselLandlord shall have, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate addition to Lender (i) certifying that all representations of Landlord's other rights and warranties set forth remedies provided in this Agreement remain trueLease, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (iiright to terminate such option(s) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderupon notice to Tenant.
Appears in 2 contracts
Sources: Lease Agreement (Jazz Semiconductor Inc), Lease Agreement (Jazz Semiconductor Inc)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option to extend the Maturity Date of the Loan for two (2) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the “First Extension Option”), by irrevocable written notice (Maturity Date following the exercise of each such option is referred to herein as the “First Extension NoticeExtended Maturity Date”) delivered upon satisfaction of the following terms and conditions:
(a) no Event of Default shall be continuing on the date of the notice by Borrower of the exercise of the option to extend pursuant to clause (b) below and on the date that the Extension Term would commence;
(b) Borrower shall notify Lender of its election to exercise an Extension Option as aforesaid no later than thirty (30) days and no earlier than ninety (90) days prior to the Stated Maturity Date, to extend the then current Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First applicable Extended Maturity Date, as applicable;
(b) All amounts due and payable by , which election Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
the right to revoke only if (ci) Borrower shall deliver an Officer’s Certificate give notice to Lender not later than the date that is ten (i10) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of Business Days prior to the commencement Maturity Date (or applicable Extended Maturity Date with respect to the second Extension Terms) revoking its exercise of the applicable Extension Option, and (ii) waiving Borrower shall pay to Lender, within ten (10) Business Days after demand, all reasonable and documented costs and expenses incurred by Lender in connection with the proposed extension and/or the revocation thereof, including, without limitation, reasonable and documented attorneys’ fees and disbursements;
(c) if any claimsInterest Rate Cap Agreement required pursuant to Section 2.2.7 is scheduled to mature prior to the applicable Extended Maturity Date, counterclaimsBorrower shall obtain and deliver to Lender (i) not later than the Business Day prior to the first (1st) day of the applicable Extension Term (provided that the form of such Replacement Interest Rate Cap Agreement shall have been delivered to Lender not later than five (5) Business Days prior to the first (1st) day of the Extension Term), rights one or more Replacement Interest Rate Cap Agreements at the Extension Strike Price (or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day of rescissionsuch Extension Term, set-offs or defensesshall have a maturity date not earlier than the applicable Extended Maturity Date and shall otherwise comply with all provisions of Section 2.2.7 and (ii) within a reasonable period of time following the commencement of the applicable Extension Term, known or unknownwith respect to the Replacement Interest Rate Cap Agreement, against each of the opinions and resolutions/consents and all other items required pursuant to Section 2.2.7;
(d) in connection with the Extension Options, Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8.1 and as of the commencement of the applicable Extension Option. If Borrower is unable Term, an Officer’s Certificate in form reasonably acceptable to satisfy all Lender certifying that each of the foregoing conditions within representations and warranties of Borrower contained in the Loan Documents is true and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true, complete and correct in all material respects as of such earlier date, and in all cases subject to changes in facts and circumstances that did not and do not give rise to a Default or Event of Default under the Loan Documents; and
(e) Borrower shall have paid all reasonable and documented costs and expenses incurred by Lender in connection with the exercise of the applicable time frames for eachExtension Option (including, Lender shall have no obligation to extend the Stated Maturity Date hereunderwithout limitation, reasonable and documented attorneys’ fees and disbursements).
Appears in 2 contracts
Sources: Loan Agreement (Lineage, Inc.), Loan Agreement (Lineage, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31December 9, 2022 2017 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to December 9, 2018 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to December 9, 2019 (the “Third Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date applicable Extension Date;
(b) Borrower delivers shall (i) obtain and deliver to Lender not later than the First first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Notice or Option) and ending on the Second Extension Notice, as applicable, last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) no Default or Event of Default shall have occurred execute and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicabledeliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(bc) 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 Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date, and the Second 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;.
(ce) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option to extend the term of the Loan (the each an “First Extension Option”) beyond the Initial Maturity Date for two (2) successive terms (each, an “Extension Term”), by irrevocable written notice with the first such extension term commencing on the day after the Initial Maturity Date and ending on December 9, 2013 and the second such extension term commencing on December 10, 2013 and ending on April 9, 2015 (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated each then applicable Maturity Date, to extend as extended following the Maturity Date to August 31, 2022 (exercise of each such Extension Option is hereinafter the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the ) upon satisfaction of the following conditions precedent prior to the effectiveness of any such extensionterms and conditions:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers gives notice of the First exercise of the applicable Extension Notice Option or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and date that the First Extended Maturity Date, as applicableapplicable Extension Term is commenced;
(b) All amounts due and payable by Borrower and any other Person pursuant shall notify Lender of its revocable election to this Agreement or extend the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicableaforesaid not earlier than six (6) months, and all costs and expenses no later than ten (10) days, prior to the Maturity Date in effect at the time the notice of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in fullsuch election is given;
(c) Borrower shall obtain and deliver an Officer’s Certificate to Lender (i) certifying prior to the first day of each Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Term and shall have a maturity date no earlier than the Extended Maturity Date applicable to such Extension Term; provided, however, that all representations and warranties set forth in this lieu of delivering a Replacement Interest Rate Cap Agreement remain true, correct and complete that would result in all material respects a Debt Service Coverage Ratio of at least 1.05:1.00 as of the commencement of first Extension Term or 1.10:1.00 as of the commencement of the second Extension Term (each, as applicable, the “DSCR Requirement”) when Debt Service Coverage Ratio is calculated using the entire principal balance of the Loan then outstanding, Borrower shall be permitted to satisfy the condition set forth in this Section 2.7.1(c) by (i) (A) posting with Lender a Letter of Credit in a principal amount such that when the Debt Service Coverage Ratio is calculated using as the outstanding principal balance of the Loan an amount equal to the difference between the actual outstanding principal balance of the Loan and the principal amount of said Letter of Credit, the applicable DSCR Requirement is satisfied, which Letter of Credit Lender shall hold as additional collateral for the payment and performance of Borrower’s obligations under the Loan Documents, subject to the provisions of Section 2.7.2, and (B) delivering a Replacement Interest Rate Cap Agreement with a notional amount equal to the difference between the actual outstanding principal balance of the Loan and the principal balance of said Letter of Credit and a strike price calculated as if the Loan were prepaid in the amount of the Letter of Credit, (ii) (A) paying to Lender for deposit into the Interest Reserve Account funds (the “Rate Cap Deposit”) in an amount determined by Borrower, which Rate Cap Deposit shall (I) be (x) held in a subaccount of the Interest Reserve Account and (y) disbursed pursuant to the terms of Section 7.4.3, provided that the Rate Cap Deposit shall be disbursed prior to disbursement of any portion of the Interest Reserve Fund deposited under Sections 7.4.1 or 7.4.2 and (II) not be (x) commingled with other funds deposited into the Interest Reserve Account, (y) released with other amounts then on deposit in the Interest Reserve Account pursuant to Section 7.4.4, or (z) considered in determining whether Borrower is required to make a deposit to the Interest Reserve Account under Section 7.4.2 and (B) delivering a Replacement Interest Rate Cap Agreement with a notional amount equal to the actual outstanding principal balance of the Loan and a strike price that would result in the applicable DSCR Requirement being satisfied if the amount of the Rate Cap Deposit were deducted from the denominator used in calculating the Debt Service Coverage Ratio; (iii) (A) prepaying any portion of the outstanding principal balance of the Loan pursuant to Section 2.4.1 so that when the Debt Service Coverage Ratio is calculated using the outstanding principal balance of the Loan after application of such prepayment, the applicable DSCR Requirement is satisfied and (B) delivering a Replacement Interest Rate Cap Agreement with a notional amount equal to the outstanding principal balance of the Loan after application of such prepayment and a strike price calculated on the outstanding principal balance of the Loan after such prepayment; or (iv) providing any combination of the foregoing Letter of Credit, Interest Reserve Account deposit or principal repayment;
(d) solely with respect to the second Extension Option, and the term of which ends on April 19, 2015, the Debt Yield shall equal or exceed 9% (ii) waiving any claimsprovided that if the foregoing Debt Yield test is not met, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as Borrower shall be entitled to make payments in reduction of the commencement outstanding principal balance of the applicable Extension Option. If Loan pursuant to Section 2.4.1 in an amount that will cause this condition to be satisfied); and
(e) Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend 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 Stated Maturity Date hereunderforegoing.
Appears in 2 contracts
Sources: Loan Agreement (Caesars Acquisition Co), Loan Agreement (Harrahs Entertainment Inc)
Extension Options. Subject to the provisions of this Section 2.6.12.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to August 31May 1, 2022 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2019 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Second Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date and Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) All Borrower shall (i) obtain and deliver to Lender on the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement. Lender (or its Affiliates) shall have the right to match the best economic terms available to Borrower (as determined by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to the requirements hereunder;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the First Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the Loan and/or applicable extension of the extension Term shall have been paid in full;
(ce) with respect to the exercise of the Second Extension Option, Borrower shall deliver an Officer’s Certificate pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the Extension Fee on the Second Extended Maturity Date;
(f) (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects the Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Extension Debt Yield as of the commencement first day of the applicable Extension OptionSecond Extended Term or the first day of the Third Extended Term, as applicable, and (ii) waiving any claimsafter the Approved Mezzanine Closing Date, counterclaims, rights the Aggregate Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of rescission, set-offs or defenses, known or unknown, against Lender February of the applicable calendar year) shall be no less than the applicable Minimum Aggregate Debt Yield as of the commencement first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, in each case, after application of any prepayments made by Borrower and Mezzanine Borrowers as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
(g) Each Mezzanine Borrower shall have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Extension OptionMezzanine Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the applicable Mezzanine Loan. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderDate.
Appears in 2 contracts
Sources: Loan Agreement (W2007 Grace Acquisition I Inc), Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 319, 2022 2018 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to August 9, 2019 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to August 7, 2020 (the “Third Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date applicable Extension Date;
(b) Borrower delivers shall (i) obtain and deliver to Lender not later than the First first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Notice or Option) and ending on the Second Extension Notice, as applicable, last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) no Default or Event of Default shall have occurred execute and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicabledeliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(bc) 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 Protection Agreement;
(d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Date, the First Extended Maturity Date, and the Second 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;.
(ce) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Extension Options. Subject to So long as this Lease is in full force and effect and Tenant is not in default beyond applicable notice and cure periods in the provisions performance of any of the covenants or terms and conditions of this Section 2.6.1Lease at the time of notification to Landlord or at the time of commencement of the applicable Extension Term, Borrower as that term is hereinafter defined, Tenant shall have the option (the each, an “First Extension Option”) to extend the Lease Term for all or any portion of the Premises for three (3) additional periods of one (1) year (each, an “Extension Term”), by irrevocable at the Prevailing Market Rate (as hereinafter defined), but in no event shall the Base Rent during the applicable Extension Term be less than the Base Rent then in effect at the expiration of the applicable Lease Term, subject to terms and conditions set forth in this Special Stipulation. Tenant shall provide Landlord with written notice three (3) months prior to the “First Extension Notice”) delivered expiration of the initial Lease Term or the then applicable Lease Term of its desire to Lender no later than extend the Lease Term of this Lease. Landlord shall provide Tenant with a written proposal setting forth its determination of the Prevailing Market Rate to extend the Lease Term of this Lease within thirty (30) days prior of such applicable notice. Tenant shall have ten (10) days from its receipt of Landlord’s proposal to the Stated Maturity Date, either accept such proposal or to not extend the Maturity Date then-applicable Lease Term of this Lease. The “Prevailing Market Rate” shall mean the then prevailing market rate for lease renewals and extensions in the Building and in similar buildings in the vicinity of the Building comparable to August 31this Lease and the Premises, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date which shall be subject determined by Landlord in its sole and absolute discretion. If Landlord and Tenant are unable to reasonably agree upon the satisfaction Prevailing Market Rate within such 10-day period after Tenant’s receipt of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension NoticeLandlord’s proposal, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lenderthen Tenant’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement exercise of the applicable Extension Option, Option shall be null and (ii) waiving any claims, counterclaims, rights void and of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderfurther force and effect.
Appears in 2 contracts
Sources: Lease Agreement (Roberts Realty Investors Inc), Lease Agreement (Roberts Realty Investors Inc)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default Default, Trigger Event or Adjusted Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the Second items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension NoticeAmendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 2 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.12.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31November 9, 2022 2017 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Agent no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 9, 2018 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Agent no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 9, 2019 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Second Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date, the First Extended Maturity Date and the First Second Extended Maturity Date, as applicable;
(b) All Borrower shall (i) obtain and deliver to Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Strike Price; provided, Borrower (and New Mezzanine Borrower, respectively) shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) and New Mezzanine Borrower shall make a pro rata payment of the New Mezzanine Loan (subject to and in accordance with the provisions of Section 2.4.2 of the New Mezzanine Loan Agreement) in an amount that maximizes the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the First Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of LenderAgent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(ce) on the First Extended Maturity Date and the Second Extended Maturity Date, Borrower shall deliver pay to Agent the applicable Extension Fee;
(f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 6.77%; provided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and New Mezzanine Borrower, respectively) shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) and New Mezzanine Borrower shall make a pro rata payment of the New Mezzanine Loan (subject to and in accordance with the provisions of Section 2.4.2 of the New Mezzanine Loan Agreement) in an Officer’s Certificate amount that would be sufficient such that the Debt Yield test set forth above shall be satisfied;
(g) after giving effect to Lender any partial prepayments of the Loan and the Mezzanine Loan under clause (f) of this Section 2.7.1, the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Combined Debt Yield of no less than 5.30%; provided, however, if the Properties do not satisfy the foregoing Combined Debt Yield requirements provided in this Section 2.7.1(g), Current Mezzanine Borrower shall be permitted to prepay a portion of the Current Mezzanine Loan (subject to and in accordance with Section 2.4.2 of the Current Mezzanine Loan Agreement) in an amount that would be sufficient such that the Combined Debt Yield test set forth above shall be satisfied; and
(h) Mezzanine Borrower shall have (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of timely exercised the commencement of extension option to extend the applicable Extension OptionMezzanine Loan, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as been entitled pursuant to the terms of the commencement Mezzanine Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to the terms of the applicable Extension OptionMezzanine Note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Tenant shall have the option (the each hereinafter referred to as a “First Extension Option”)) to extend the Term for all of the Premises as of the expiration date of the Term, by irrevocable for five (5) additional periods of five (5) years (each of said extension is an “Extension Term”) upon the following terms and conditions:
A. Tenant gives Landlord written notice of its exercise of the applicable Extension Option at least six (the “First Extension Notice”6) delivered to Lender no later than thirty (30) days months prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction expiration of the following conditions precedent prior to Term or the effectiveness of any such extension:Extension Term, as the case may be.
(a) (i) no Event of B. Tenant is not in Default shall have occurred and be continuing under this Lease either on the date Borrower Tenant delivers the First Extension Notice notice required under subsection A above or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of at the commencement of the Extension Term so exercised.
C. All of the terms, covenants and provisions of this Lease shall apply to each Extension Term, except that Base Rent for the first (1st) and second (2nd) Extension Periods shall increase as provided in Section 2.01 hereto, and the Base Rent for any subsequent Extension Term shall be at Fair Value, and all Base Rent shall increase by two percent (2%) annually thereafter during the applicable Extension OptionTerm and shall be payable in equal monthly installments as Monthly Base Rent. Upon the failure of Tenant to exercise one or either of the options herein, and, in any event, upon expiration of the sixth of such Extension Periods, Tenant shall have no further or additional right to renew or extend the Lease.
D. Tenant agrees to accept the Premises to be covered by this Lease during any Extension Term in an “as is” physical condition and Tenant shall not be entitled to receive any allowance, credit, concession or payment from Landlord for the improvement thereof..
E. The Extension Options herein granted shall automatically terminate upon the earliest to occur of (i) the expiration or termination of this Lease, or (ii) waiving any claims, counterclaims, rights the failure of rescission, set-offs Tenant to timely or defenses, known or unknown, against Lender as of properly exercise the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 2 contracts
Sources: Lease (Federal Signal Corp /De/), Lease (Federal Signal Corp /De/)
Extension Options. Subject (a) Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the provisions of Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.6.1, Borrower shall have the option 2.3 (the “First Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewith, by irrevocable written notice and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “First Second Extension NoticeOption”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) delivered to Lender no later than thirty year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (30) days prior to the Stated Maturity Date, “Third Extension Option”). Lessee shall have an additional right to extend the Maturity Term for one three (3) month period from the then applicable Scheduled Expiry Date to August 31, 2022 in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extended Maturity DateExtension Option, Second Extension Option and Third Extension Option, the “Extension Options”). Borrower’s right .
(b) In order to so extend the Maturity Date shall be subject to the satisfaction of exercise any Extension Option, the following conditions precedent prior to the effectiveness of any such extensionmust be satisfied:
(a) (i) Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor shall have received a written notice from Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable.
(ii) Promptly after such notice, Lessee shall deliver to Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, as Lessor may reasonably request.
(iii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date Borrower delivers that Lessor receives notice of Lessee’s exercise of the First Extension Notice Option or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity then applicable Scheduled Expiry Date and the First Extended Maturity Date, (as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant determined without giving effect to this Agreement or the other Loan Documents as Lessee’s exercise of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;Extension Option).
(c) Borrower If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall deliver an Officer’s Certificate to Lender be automatically amended as follows:
(i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of with respect to the commencement of the applicable First Extension Option, and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) waiving with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement First Extension Option, the Second Extension Option or the Third Extension Option, but elects to exercise the Fourth Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred eighty six (186) months after the Rent Commencement Date”. For the avoidance of doubt, Lessor and Lessee acknowledge and agree that the Fourth Extension Option may only be exercised once during the Term. Lessor and Lessee further acknowledge and agree that all other provisions of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Lease shall have no obligation to extend the Stated Maturity Date hereunderremain in full force and effect.
Appears in 2 contracts
Sources: Engine Lease Agreement, Engine Lease Agreement (Airtran Airways Inc)
Extension Options. Subject to the provisions of this Section 2.6.12.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to August 31November 7, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 7, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender no later than ten (10) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 7, 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Second Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date and Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) All Borrower shall (i) obtain and deliver to Lender on the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement subject to and in accordance with Section 2.2.4(e)) and provided further that if a Replacement Interest Rate Protection Agreement is not then commercially available due to the unavailability or uncertainty in the continuing availability of LIBOR as a reference rate, then Borrower may deliver to Lender a mutually agreeable alternative to a Replacement Interest Rate Protection Agreement that would afford Lender substantially equivalent protection from increases in the Applicable Interest Rate, as reasonably determined by Lender) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the First Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the Loan and/or applicable extension of the extension Term shall have been paid in full;
(ce) Borrower intentionally omitted; and
(f) If the Mortgage Loan and Mezzanine B Loan have not theretofore been repaid in full, Owner and Mezzanine B Borrower, respectively, shall deliver an Officer’s Certificate to Lender have (i) certifying that all representations and warranties set forth in this Agreement remain truetimely exercised the extension option to extend the Mortgage Loan or Mezzanine B Loan, correct and complete in all material respects as of the commencement of the applicable Extension Optionapplicable, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as been entitled pursuant to the terms of the commencement of the applicable Extension OptionMortgage Loan Documents or Mezzanine B Loan Documents, as applicable, to exercise such extension option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderDate.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject The Borrowers will have four successive ----------------- options to extend the Maturity Date, in each case by three months, for a total extension, if all four options are exercised, of twelve months (each such three-month period, an "Extension Term"). In order to exercise any such -------------- extension right, the Borrowers shall deliver to the provisions Administrative Agent notice of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) such extension at least 30 days prior to the Stated Maturity Date as in effect immediately prior to such extension, unless such notice requirement is waived in writing by the Administrative Agent in its sole discretion (the Maturity Date, as so in effect, is hereinafter referred to extend as the "Extension Date" applicable -------------- to such extension). Upon the giving of each such notice of extension, and subject to the conditions set forth below in this Section, the Maturity Date as theretofore in effect will be extended to August 31the Payment Date that is closest to the three-month anniversary of the Extension Date. If the Borrowers fail to exercise any extension option strictly in accordance with the provisions hereof, 2022 (the “First Extended Maturity Date”)such extension option, and any and all subsequent extension options hereunder, will automatically cease and terminate. Borrower’s right to so extend the The Maturity Date shall be subject extended pursuant to each of the satisfaction of Borrowers' notices as aforesaid, provided that the following conditions precedent are satisfied prior to the effectiveness of any such Extension Date applicable to the corresponding extension:
(a) : (i) no Event of Default shall have occurred and then be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and continuing; (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension applicable Extension Fee shall have been paid paid; and (iii) with respect to the first extension option, the Borrowers and the Restricted Subsidiaries shall have delivered to the Collateral Agent, as additional collateral for the Loan, mortgages or deeds of trust, as the case may be (and related assignments of rents and leases and U.C.C. financing statements), in full;
(c) Borrower shall deliver an Officer’s Certificate form and substance reasonably satisfactory to Lender (i) certifying that all representations and warranties set forth in this Agreement remain truethe Administrative Agent, correct and complete in all material respects as providing the Collateral Agent on behalf of the commencement Lenders with first-priority perfected mortgage liens (as insured by Title Insurance Policies in favor of the applicable Extension OptionCollateral Agent on behalf of the Lenders, which Title Insurance Policies shall be accompanied by reasonably acceptable Surveys) on a sufficient number of Properties such that the outstanding principal balance of the Loan shall not exceed 60% of the aggregate fair market value of the Properties subject to such mortgage
6.1 shall no longer apply to the Properties not subjected to ----------- such mortgages, except that Section 6.1 shall remain in effect with respect to a ----------- sufficient number of Properties such that the outstanding principal balance of the Loan shall be not more than 50% of the aggregate fair market value, as reasonably determined by the Administrative Agent (which determination may, in the Administrative Agent's sole discretion, be based upon then current appraisals), of (x) the Properties of the Borrowers and the Restricted Subsidiaries (including the Operating Partnership) subject to the mortgage liens described above and (iiy) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as those of the commencement remaining Properties which are unencumbered by any Debt and which are subject to such prohibitions. For the avoidance of doubt, the parties acknowledge that the release of specified Properties from the prohibition contained in Section 6.1 shall in no manner impair the continued ----------- applicability to all Properties of the applicable Extension Option. If Borrower is unable to satisfy all of other covenants contained herein, including the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderprohibitions against Transfers and Debt.
Appears in 1 contract
Extension Options. Subject to (A) On the provisions of this Section 2.6.1, Borrower shall have the option conditions (the “First Extension Option”), which conditions Landlord may waive by irrevocable written notice (to Tenant) that both at the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to time of exercise of the Stated Maturity Date, applicable option to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension OptionExtended Term in question (i) there exists no Event of Default (defined in Section 7.1) and there have been no more than two (2) default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iiiii) waiving Tenant has neither assigned this Lease nor sublet more than one (1) specific floor in the Building (except for an assignment or any claims, counterclaims, rights subletting permitted without Landlord’s consent under Section 5.6.1 hereof and any subletting of rescission, set-offs or defenses, known or unknown, against Lender as a specific and complete floor for a term that expires at least twelve (12) months before the expiration of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for eachOriginal Term), Lender Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) successive period(s) of five (5) years as hereinafter set forth. Each option period is sometimes herein referred to as an “Extended Term.” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option.
(B) If Tenant desires to exercise the then applicable option to extend the Stated Maturity Date hereunderLease Term (if any shall remain), then Tenant shall give written notice (the “Exercise Notice”) to Landlord, not later than nine (9) months prior to the expiration of the Term of this Lease as it may have been previously extended exercising the then applicable and available option to extend (the “Outside Exercise Date”), which election shall be irrevocable (the “Exercise Notice”). Within ten (10) business days after Landlord’s receipt of the Exercise Notice, or if Tenant delivers an Exercise Notice earlier than the Outside Exercise Date, then, on or before the date that is nine (9) months before the expiration of the Original Term, Landlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term for the Premises (“Landlord’s Rent Quotation”). If at the expiration of forty-five (45) days after the date when Landlord provides such quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental for the applicable Extended Term and executed a written instrument confirming the Annual Fixed Rent for the applicable Extended Term pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term for the Premises, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be ninety five percent (95%) of the Prevailing Market Rent as determined by the Broker Determination. If Tenant does not timely request the Broker Determination, then the Annual Fixed Rent during the applicable Extended Term shall be equal to Landlord’s Rent Quotation.
(C) Upon the giving of the Exercise Notice by Tenant to Landlord exercising Tenant’s option to extend the Lease Term in accordance with the provisions of subsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Original Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term.
(D) Notwithstanding anything herein contained to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and, further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default or, Trigger Event or Adjusted Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the Second items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension NoticeAmendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Options. Subject Borrowers shall have two (2) options (collectively, the “Extension Options”) to extend the provisions term of this Section 2.6.1, Borrower shall have Loan Agreement for a period of six (6) months each (the “Extension Terms”): (i) the first option (the “First Extension Option”), by irrevocable written notice ) commencing on the Stated Maturity Date and ending on the First Extended Maturity Date and (ii) the second option (the “First Second Extension NoticeOption”) delivered commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:
(a) Borrower provides Lender with written notice of its election to exercise the applicable Extension Option not later than the date that is thirty (30) days prior to the Stated Maturity Date or the First Extended Maturity Date, as applicable; provided, however, that if Borrower shall receive notice of the exercise of the extension of the Underlying Loan Maturity Date from the Underlying Borrower (or Servicer, Co-Lender no later Agent or other Person) less than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable, then Borrower shall deliver notice of its exercise of the applicable Extension Option within two (2) Business Days after its receipt of notice with respect to the Underlying Loan (but in no event shall Borrower deliver its notice less than ten (10) Business Days prior to the Stated Maturity Date or First Extended Maturity Date (as applicable));
(b) All amounts due no (i) monetary or material non-monetary Default or (ii) Event of Default exists at the time such request is made and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of on the Stated Maturity Date or the First Extended Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;; and
(c) Underlying Borrower shall deliver an Officer’s Certificate have extended the term of the Underlying Loan for the extension term thereof and shall have satisfied all of the conditions to Lender (i) certifying that all representations and warranties set forth such exercise in this accordance with the terms of the Underlying Loan Agreement remain true, correct and complete in all material respects respects, including without limitation, an extension of the Interest Rate Protection Agreement thereunder. Notwithstanding the foregoing, in the event that, as of the commencement date of Borrower’s exercise of the applicable Extension Option, Initial Lender or its Affiliate holds a Controlling Interest in the Loan and an Affiliate of Initial Lender is a co-lender or participant with respect to the Underlying Loan under the Co-Lender Agreement and such Affiliate agrees in writing to the exercise of the extension term of the Underlying Loan notwithstanding that the conditions under clause (c) are not satisfied, and provided that the conditions set forth in clauses (a) and (iib) waiving any claimsare satisfied, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as then the term of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Loan shall have no obligation to extend the Stated Maturity Date hereunderbe similarly extended.
Appears in 1 contract
Sources: Loan and Security Agreement (TPG RE Finance Trust, Inc.)
Extension Options. Subject to (A) On the provisions of this Section 2.6.1, Borrower shall have the option conditions (the “First Extension Option”), which conditions Landlord may waive by irrevocable written notice (to Tenant) that both at the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to time of exercise of the Stated Maturity Date, herein described option to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension OptionExtended Term in question (i) there exists no monetary or material non-monetary “Event of Default” (defined in Section 15.1), (ii) this Lease is still in full force and effect, (iii) if the Building and the building known as Four Cambridge Center (the “4CC Building”), space within which Tenant is leasing herewith pursuant to a Lease of even date herewith (the “4CC Lease”), are both owned by entities affiliated with Boston Properties Limited Partnership or its successors and assigns or are otherwise affiliated with each other (as defined in Section 16.32), then provided that Tenant is contemporaneously exercising its right to extend the term of its 4CC Lease for a co-terminous period with the Extended Term, and (iiiv) waiving Tenant has not sublet more than one half (1/2) of the Rentable Floor Area of the Premises (except for subletting permitted without Landlord’s consent under Section 12.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and tax and operating cost bases, which shall be adjusted during the option period as hereinbelow set forth and except that there shall be no further option to extend after exercise of Tenant’s second five (5) year option to extend) for two (2) periods of five (5) years as hereinafter set forth. Each option period is sometimes herein referred to as an “Extended Term.” Notwithstanding any claimsimplication to the contrary, counterclaimsLandlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option.
(B) If Tenant desires to exercise said option to extend the Term, rights then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than twenty one (21) months nor later than eighteen (18) months prior to the expiration of rescissionthe Lease Term, set-offs or defensesexercising such option to extend. Promptly after Landlord’s receipt of the Extension Term Exercise Notice, known or unknownLandlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term (“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant (the “Extension Term Negotiation Period”), against Lender Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit I) for the Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Term shall be the Prevailing Market Rent as determined by the Broker Determination. If Tenant does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to Landlord’s Rent Quotation.
(C) If Tenant desires to make a preliminary inquiry as to Landlord’s Extension Term Rent Quotation, without giving Extension Term Exercise Notice, then Tenant may give notice (“Extension Term Rent Inquiry Notice”) to Landlord, not earlier than twenty two (22) months nor later than nineteen (19) months prior to the expiration of the Lease Term, making such inquiry. Promptly after Landlord’s receipt of the Extension Term Rent Inquiry Notice, Landlord shall provide Landlord’s Extension Term Rent Quotation to Tenant. If Tenant should thereafter timely give Extension Term Exercise Notice to Landlord, the Extension Term Negotiation Period shall continue until the expiration of thirty (30) days after the date such Extension Term Exercise Notice is given, and the terms and conditions of Section 3.2(B) above shall be applicable.
(D) Base Taxes (as defined in Section 6.2(f)) applicable with respect to any Extended Term shall instead equal Landlord’s Tax Expenses for the then current fiscal tax year as of the commencement of such Extended Term. Base Operating Expenses (as defined in Section 7.5) applicable with respect to any Extended Term shall instead equal Operating Expenses for the applicable Extension Option. If Borrower is unable to satisfy all of Property for the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundercalendar year in which such Extended Term commences.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31October 15, 2022 2023 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”; and together with the First Extension Notice, each an “Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Maturity Date to April 15, 2024 (the “Second Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) Borrower shall pay to Lender the applicable Extension Fee concurrently with delivery of the Extension Notice (which amount shall be nonrefundable);
(c) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity DateDate (other than the Original Principal Balance), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(cd) Borrower shall have deposited into the Debt Service Reserve Account an amount estimated by Lender to be equal to three (3) months’ Debt Service on the Loan in accordance with Section 7.5, all of which such amounts shall be a part of the Debt Service Reserve Account;
(e) Borrower shall have deposited into the Tax and Insurance Escrow Account such amounts as are reasonably required by Lender to assure compliance with Section 7.2;
(f) Lender shall have determined that the Loan to Value Ratio is less than or equal to eighty percent (65%) and Lender may require a new appraisal, at Borrower’s cost and expense, from an appraiser designated by Lender to assist Lender in making such determination);
(g) Lender shall have determined, in its sole and absolute discretion, that the Debt Yield is at least fifteen percent (15%);
(h) Lender shall have determined, in its sole and absolute discretion, that the Leverage Ratio is no greater than 5.00 to 1.00;
(i) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension OptionOption (except to the extent such representations and warranties relate to an earlier date, in which case it is true and correct in all material respects only as of such earlier date), and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject (a) The Lessor grants to the Lessee two (2) consecutive options (individually, an "Extension Option" and collectively, the "Extension Options") to extend the Term of this Lease, each of such options being for a period of five (5) years (hereinafter collectively referred to as the "Extension Periods"), provided the Lessee exercises such Extension Options as set forth below, and provided further that, except as otherwise provided in Paragraph 39(c) below, there has been no assignment of this Lease or sublease of the Building or any portion thereof by the Lessee and provided that there exists either on the date the Lessee notifies the Lessor of its intent to exercise either of the Extension Options or at any time thereafter up to and including the date upon which the applicable Extension Period is to commence, no uncured default under this Lease. The Extension Options shall be personal to the Lessee and, except as otherwise provided in Paragraph 39(c) below, the same shall not be applicable to any successor or assignee of the Lessee (other than a corporate successor or affiliate of the Lessee) and, except as otherwise provided in Paragraph 39(c) below, the Lessee's successors or assigns (other than a corporate successor or affiliate of the Lessee) may not exercise the Extension Options as set forth in this Lease and as permitted under the terms of this Lease. The Lessee may exercise each of such Extension Options only by serving on the Lessor written notice of its intent to exercise the applicable Extension Option (the "Lessee's Exercise Notice") on that date which is twelve (12) months prior to (i) the Termination Date in the case of the first Extension Period (the "First Extension Period"), and (ii) the expiration of the First Extension Period in the case of the second Extension Period (the "Second Extension Period"). The First Extension Period, if properly exercised pursuant to the provisions of this Section 2.6.1Paragraph 38, Borrower shall have commence (except as may otherwise be provided under Paragraph 39(f) below) on that date which is ten (10) years and six (6) months after the option (Phase I Commencement Date and the “First Second Extension Option”)Period, by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior if properly exercised pursuant to the Stated Maturity provisions of this Paragraph 38, shall commence (except as may otherwise be provided under Paragraph 39(f) below) on that date which is fifteen (15) years and six (6) months afer the Phase I Commencement Date, . In the event the Lessee does not timely and properly exercise its Extension Options to extend the Maturity Date to August 31Term of this Lease for the Extension Periods, 2022 or if the Lessor has not received the Lessee's Exercise Notice by that date which is twelve (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent 12) months prior to the effectiveness of any such extension:
(a) (i) no Event the Termination Date, in the case of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or Period, and (b) the expiration of the First Extension Period in the case of the Second Extension NoticePeriod, as applicable, then this Paragraph 38 shall become null and (ii) void and of no Default or Event of Default further force and effect and the Lessee shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;no such Extension Options.
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or Once the other Loan Documents Lessee exercises either of its Extension Options, such exercise may not be revoked except as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, provided in connection with the Loan and/or the extension shall have been paid in full;
Subparagraph (ciii) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth below. Anything contained in this Agreement remain trueLease to the contrary notwithstanding, correct and complete in all material respects as the Lessee's exercise of either of its Extension Options shall be applicable only to the commencement of the applicable Extension Optionentire Building (i.e., and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions Phase I Building and the Phase II Building and the Phase III Building, if applicable) and the Lessee shall not have the right to exercise either of its Extension Options for only a portion of the Building. The Minimum Rent for the first (1st) year of the First Extension Period shall be equal to one hundred and ten percent (110%) of the Minimum Rent as existed immediately prior to the Termination Date. The Minimum Rent for the first (1st) year of the Second Extension Period shall be equal to ninety-five percent (95%) of the then "Fair Market Rental Rate" (hereinafter defined) for the Building; provided, however, the Minimum Rent for the first (1st) year of the Second Extension Period shall in no event be less than one hundred and ten percent (110%) of the Minimum Rent as existed immediately prior to the final day of the First Extension Period. The term "Fair Market Rental Rate" for the purposes of this Lease shall mean the annual amount of Minimum Rent that a willing, comparable lessee would pay, and a willing, comparable lessor of a comparable building as the Building (in its "as is" condition) in the vicinity of the Building would accept, at arm's length, for a comparable amount of space for a comparable period of time. In order to determine the Minimum Rent for the first (1st) year of the Second Extension Period, the Lessor shall propose to Lessee a Fair Market Rental Rate by using its good faith judgment. The Lessor shall provide to the Lessee written notice of such proposed Fair Market Rental Rate within fifteen (15) days after the date that the Lessor receives the Lessee's Exercise Notice applicable time frames for each, Lender to the Second Extension Period. The Lessee shall have no obligation fifteen (15) days (the "Lessee's Review Period") after receipt of the Lessor's notice of the proposed Fair 29 Market Rental Rate within which to extend accept or reject such proposed Fair Market Rental Rate. If the Stated Maturity Date hereunder.Lessee does not accept the Lessor's proposed Fair Market Rental Rate, then it must reject the same by providing written notice of such rejection to the Lessor prior to the expiration of the Lessee's Review Period. If the Lessee does not provide a written notice of rejection to the Lessor prior to the expiration of the Lessee's Review Period, then the Lessee shall conclusively be deemed to have accepted the Lessor's proposed Fair Market Rental Rate and the Minimum Rent for the first (1st) year of the Second Extension Period shall be equal to the Lessor's proposed Fair Market Rental Rate. In the event, however, that the Lessee timely and properly rejects the Lessor's proposed Fair Market Rental Rate by delivering to Lessor written notice of Lessee's rejection thereof prior to the expiration of the Lessee's Review Period, then the Lessee shall, at the time of providing its written notice to Lessor rejecting the Lessor's proposed Fair Market Rental Rate, also provide to the Lessor a written counter-proposal proposing a different Fair Market Rental Rate for the Building for the first (1st) year of the Second Extension Period. The Lessor and the Lessee shall negotiate in good faith to attempt to reach a mutually acceptable Fair Market Rental Rate for the first (1st) year of the Second Extension Period; provided, however, if, within fifteen (15) days after the Lessor's receipt of the Lessee's counter-proposal, the Lessor and the Lessee have been unable to reach a mutually agreeable Fair Market Rental Rate for the first (1st) year of the Second Extension Period, then either party may require that the determination of the Fair Market Rental Rate be made as follows:
Appears in 1 contract
Sources: Lease Agreement (Lechters Inc)
Extension Options. Subject to (a) The term of the provisions of this Section 2.6.1, Loan shall commence on the Effective Date and shall end on the Maturity Date. Borrower shall have two (2) successive options to extend the Initial Maturity Date to (i) the First Extended Maturity Date, with respect to the first option (the “First Extension Option”) and (ii) the Second Extended Maturity Date, with respect to the second option (the “Second Extension Option”) (each, an “Extension Term”). In order to exercise such extension options, Borrower must cause each of the following conditions to be satisfied as determined by irrevocable Agent in its reasonable discretion:
(i) Borrower shall have delivered to Agent written notice (the “First Extension Notice”) delivered of its desire to Lender no later exercise its extension option at least twenty-five (25) days and not more than thirty ninety (3090) days prior to the Stated Maturity Date, to extend the Initial Maturity Date to August 31, 2022 (the “or First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and ;
(ii) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing on either the Stated date of such notice (other than those that will be cured on or prior to the commencement of the Extension Term) or the Initial Maturity Date and the or First Extended Maturity Date, as applicable;
(biii) All amounts due Borrower shall have delivered to Agent a true and payable by accurate certification from an authorized agent of Borrower and (which, for the avoidance of doubt, may be combined with any other Person certification then being provided by Borrower), stating that the Collaterally Assigned Loan Maturity Date of at least one Collaterally Assigned Loan has been extended pursuant to the terms thereof and no Continuing Collaterally Assigned Loan Event of Default is continuing under any Collaterally Assigned Loan;
(iv) all representations and warranties in this Agreement or and the other Loan Documents as are true and correct in all material respects on the date of such notice and on the Stated Initial Maturity Date or the First Extended Maturity Date, as applicable, except for such changes as have been approved by Agent or as (y) shall have occurred in the ordinary course of business or the passage of time and (z) in each case, which do not otherwise give rise to or constitute an Event of Default; and
(v) Borrower shall have paid all costs and expenses of Lender, including fees and expenses of Lender’s counsel, incurred by Agent in connection with such extension, including reasonable and documented attorneys’ fees and disbursements of outside counsel and any Expense Reimbursement Amount.
(b) Notwithstanding anything herein to the contrary, in the event that the Collaterally Assigned Loan and/or is not repaid on or prior to the extension Maturity Date (as may be extended pursuant to the terms hereof), Borrower shall have been paid a one-time option to extend the scheduled Maturity Date to the REO Extended Maturity Date then in fulleffect (the period of such extension, the “REO Extension Term”). In order to exercise such extension option, Borrower must cause each of the following conditions to be satisfied as determined by Agent in its sole discretion:
(i) Borrower shall have delivered to Agent written notice of its desire to exercise its extension option within five (5) Business Days after the Maturity Date as theretofore in effect;
(cii) Borrower intentionally omitted;
(iii) intentionally omitted;
(iv) no monetary Default, material non-monetary Default or Event of Default shall deliver an Officer’s Certificate to Lender be continuing on either the date of such notice or the Maturity Date as theretofore in effect;
(iv) certifying that intentionally omitted;
(vi) all representations and warranties set forth of Borrower in this Agreement remain true, are true and correct and complete in all material respects as on the date of such notice and upon the expiration of the commencement Maturity Date as theretofore in effect, except for such changes as have been approved by Agent or as (y) shall have occurred in the ordinary course of business or the applicable Extension Option, passage of time and (iiz) waiving any claimsin each case, counterclaims, rights which do not otherwise give rise to or constitute an Event of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Default; and
(vii) Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderpaid all costs and expenses incurred by Agent in connection with such extension, including reasonable and documented attorneys’ fees and disbursements of outside counsel and any Expense Reimbursement Amount.
Appears in 1 contract
Sources: Loan and Security Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days and not later than thirty (30) 10 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Revolving Termination Date to August 31for one additional period of twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b)(i). The Administrative Agent shall distribute the Initial Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrower shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received the Initial Extension Notice within the period required under clause (i) above;
(B) on the date of the Initial Extension Notice and immediately after giving effect to such extension of the Revolving Termination Date, no Event of Default shall have occurred and be continuing on continuing;
(C) the date Borrower delivers maturity of all of the First Mortgage Loans (and any Permitted Refinancing thereof) then outstanding shall have been (or substantially simultaneously are) extended by exercise of the Extension Notice Option (as defined in the Mortgage Loan Agreement) (or the Second Extension Notice, as applicable, and corresponding provision of any Permitted Refinancing of the Mortgage Loans) to a date no earlier than the extended Revolving Termination Date; and
(D) the Borrower shall not have extended the termination date of all or a portion of the Revolving Commitments pursuant to Section 2.22(b)(ii) - (iv).
(ii) no Default The Borrower may at any time and from time to time request that all or Event a portion of Default the Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Revolving Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”). Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than (x) in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments and (y) prepayments pursuant to Section 2.9(c)) of Revolving Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement letter of credit procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have occurred any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as is reasonably acceptable to Administrative Agent) prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be continuing established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the Stated Maturity Date amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the last day for issuing Letters of Credit may be extended and the First Extended Maturity Date, related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as applicable;the Issuing Lender has consented to such extension (it being understood that no consent of any other Lender shall be required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $5,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Borrowers shall have the option right to extend the Maturity Date from the Initial Maturity Date to the First Extended Maturity Date (the “First Extension Option”)) and, by irrevocable written notice (provided Borrower has validly exercised the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to Option, Borrowers shall have the Stated Maturity Date, right to extend the Maturity Date from the First Extended Maturity Date to August 31, 2022 the Second Extended Maturity Date (the “First Extended Maturity DateSecond Extension Option”). Borrower’s right to so extend the Maturity Date shall be , in each case subject to the Borrowers’ satisfaction of the following conditions precedent prior to the effectiveness of any such extensionconditions:
(a) Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not earlier than ninety (i90) no Event of Default shall have occurred and be continuing on days, nor later than forty-five (45) days, prior to (x) the date Borrower delivers Initial Maturity Date, with respect to the First Extension Notice Option, or the Second Extension Notice, as applicable, and (iiy) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicablewith respect to the Second Extension Option;
(b) All amounts due As of the date of such notice, and payable by Borrower and any other Person pursuant as of (x) the Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option, there shall exist no Default or Potential Default (provided that Borrowers shall have an opportunity to cure such Potential Default prior to such Maturity Date to the extent of applicable cure periods under this Agreement or the other applicable Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in fullDocument);
(c) Borrower At Administrative Agent’s request, Borrowers shall deliver an Officer’s Certificate have caused to Lender be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies (ibut only to the extent available) certifying which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension;
(d) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that all representations which existed on the Effective Date (or with respect to a Property that became a Property hereunder after the Effective Date, from the condition of such Property on the date on which it first became a Property hereunder) which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect;
(e) The Loan-to-Value Percentage based upon new (or recently obtained) Appraisals obtained by Administrative Agent at Borrowers’ sole cost and warranties set forth in this Agreement remain trueexpense and with valuation dates within sixty (60) days of (x) the Initial Maturity Date, correct with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option, shall not exceed the Maximum Applicable Loan-to-Value Percentage;
(f) Borrowers shall have provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and complete in all material respects a current historical operating statement for each Property) that the Net Operating Income from the Properties is sufficient to yield a Loan Constant which is not less than the Minimum Applicable Loan Constant as of (x) the commencement Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option;
(g) The Net Operating Income from the Properties shall be sufficient to yield a Debt Service Coverage Ratio of not less than the Minimum DSCR as of (x) the Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option; and
(h) Borrowers shall pay to Administrative Agent a non-refundable extension fee in an amount equal to two tenths of one percent (0.20%) of the applicable then-current Aggregate Loan Commitment on or before (x) the Initial Maturity Date, with respect to the First Extension Option, and (iiy) waiving any claimsthe First Extended Maturity Date, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of with respect to the commencement of the applicable Second Extension Option. If Borrower is unable Notwithstanding the foregoing, with respect to satisfy all the exercise of both the foregoing conditions within First Extension Option and the applicable time frames for eachSecond Extension Option, Lender Borrowers shall have no obligation the right to extend repay principal outstanding under the Stated Maturity Date hereunderLoan in such amount as may be required to reduce the Aggregate Loan Commitment, after giving effect to the required reduction, to an amount such that Borrowers are in compliance with subsections (e), (f) and (g) above.
Appears in 1 contract
Sources: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Extension Options. Subject Borrower may elect to extend the provisions term of this Section 2.6.1the Initial Maturity Date for up to two (2) subsequent terms of twelve (12) months each (each, Borrower shall have the option (the an “First Extension OptionTerm”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionterms and conditions:
(a) (i) no Event of Default Borrower shall have occurred given Administrative Agent (who shall promptly notify the Lenders) written notice of B▇▇▇▇▇▇▇’s exercise of the Extension Term option, by delivering a Request for Extension Term substantially in the form of Exhibit H no earlier than ninety (90) days, and be continuing on at least thirty (30) days, before the date Borrower delivers the First Extension Notice Initial Maturity Date, or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement no Default or the other Loan Documents Event of Default shall exist as of the Stated date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the First extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the date of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(e) payment of the Extension Fee to Administrative Agent has been made by Borrower on or prior to the Initial Maturity Date or the extended Maturity Date, as applicable. If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and all costs and expenses so long as no Default or Event of LenderDefault exists (as set forth in (ii) above), including fees and expenses of Lender’s counsel, in the term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Loan and/or Borrower, the extension Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate supersede Section 9.11. For the avoidance of doubt, notwithstanding anything to Lender the contrary herein, (i) certifying that all representations and warranties set forth in this Agreement remain truethe first Extension Term may be requested by B▇▇▇▇▇▇▇ and, correct and complete in all material respects as subject to satisfaction of the commencement of terms and conditions herein, shall be granted by the applicable Extension OptionLenders, and (ii) waiving any claimssubsequent Extension Term may be requested by B▇▇▇▇▇▇▇, counterclaims, rights of rescission, set-offs and such request shall be granted or defenses, known or unknown, against Lender as denied in the sole discretion of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderLenders.
Appears in 1 contract
Sources: Credit Agreement (Greystone Housing Impact Investors LP)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default or Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final
(A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the Second borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension NoticeSeries, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by an Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Options. Subject Borrower may elect to extend the provisions term of this Section 2.6.1the Initial Maturity Date for a(i) an initial term of eleven (11) months, Borrower shall have the option and (the ii) a subsequent term of twelve (12) months up to two (2) times (each, an “First Extension OptionTerm”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionterms and conditions:
(a) (i) no Event of Default Borrower shall have occurred given Administrative Agent (who shall promptly notify the Lenders) written notice of ▇▇▇▇▇▇▇▇’s exercise of the Extension Term option, by delivering a Request for Extension Term substantially in the form of Exhibit H no earlier than ninety (90) days, and be continuing on at least thirty (30) days, before the date Borrower delivers the First Extension Notice Initial Maturity Date, or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement no Default or the other Loan Documents Event of Default shall exist as of the Stated date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the First extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the date of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(e) payment of the Extension Fee to Administrative Agent has been made by Borrower on or prior to the Initial Maturity Date or the extended Maturity Date, as applicable. If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and all costs and expenses so long as no Default or Event of LenderDefault exists (as set forth in (ii) above), including fees and expenses of Lender’s counsel, in the term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Loan and/or Borrower, the extension Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate supersede Section 9.11. For the avoidance of doubt, notwithstanding anything to Lender the contrary herein, (i) certifying that all representations and warranties set forth in this Agreement remain truethe first Extension Term may be requested by ▇▇▇▇▇▇▇▇ and, correct and complete in all material respects as subject to satisfaction of the commencement of terms and conditions herein, shall be granted by the applicable Extension OptionLenders, and (ii) waiving any claimssubsequent Extension Term may be requested by ▇▇▇▇▇▇▇▇, counterclaims, rights of rescission, set-offs and such request shall be granted or defenses, known or unknown, against Lender as denied in the sole discretion of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderLenders.
Appears in 1 contract
Sources: Credit Agreement (Greystone Housing Impact Investors LP)
Extension Options. Subject to the provisions So long as (i) this Lease is in full force and effect, (ii) no Material Event of this Section 2.6.1Default has occurred hereunder and remains uncured, Borrower and (iii) Tenant has not assigned any of its rights hereunder, Tenant shall have the right and option to extend the Initial Term of this Lease for the Extension Terms. Each such extension of the Initial Term shall be on the same terms, covenants and conditions as provided for in this Lease for the Initial Term, except that the Scheduled Base Rent during each Extension Term shall be at the Fair Market Rental then in effect, and Tenant shall pay no Amortized Improvement Repayment for any Extension Term. Notice of Tenant's intention to exercise this option must be given to Landlord in writing not less than fifteen (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”15) delivered to Lender no later than thirty (30) days months prior to the Stated Maturity Dateexpiration of the Initial Term or the immediately preceding Extension Term, as applicable, of this Lease, and shall THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO S. C. CODE Section 15-48-10 ET SEQ., AS AMENDED FROM TIME TO TIME. include ▇▇▇▇▇▇'s determination of Fair Market Rental as of such date (such Tenant notice to extend the Maturity Date be referred to August 31, 2022 (the “First Extended Maturity Date”herein as "TENANT'S RENEWAL NOTICE"). Borrower’s Once given with respect to any Extension Term, Tenant's Renewal Notice shall be irrevocable and binding on Tenant, except that Fair Market Rental shall be determined as provided herein. In the event the Tenant fails to deliver ▇▇▇▇▇▇'s Renewal Notice within the time period set forth above, ▇▇▇▇▇▇'s right to so extend the Maturity Date Term hereof for such Extension Term and each succeeding Extension Term shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred expire and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, of no further force and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundereffect.
Appears in 1 contract
Extension Options. Subject (i) Borrower may, from time to time, request that all or a portion of the provisions of this Section 2.6.1Loans (as used herein, Borrower shall have the option (the “First Extension OptionExisting Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender provided that any such extension may be requested no later than thirty (30) 30 days prior to the Stated maturity of the applicable Class. Prior to entering into any Extension Amendment with respect to any Extended Loans, Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established thereunder, which terms shall be identical to the Loans of the Existing Class from which they are to be extended except that (w) the scheduled final maturity date of such Extended Loans will be delayed to later dates than the scheduled Maturity DateDate of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Loans may be different than those for the Existing Loans and/or (B) additional fees may be payable to the Lenders providing such Extended Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to extend the extent provided in the applicable Extension Amendment, (y) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Maturity Date in effect prior to August 31giving effect to such Extension Amendment, 2022 and (z) the terms of any Extended Loan may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the repayment of Loans with respect to any Extended Loans shall be made on a pro rata basis (or less than pro rata basis) with any repayments of the Existing Loans of the Class of Existing Loans from which they were extended (the “First mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing procedures of such Class of Existing Loans) and (2) assignments and participations of Extended Maturity Date”). Borrower’s right to so extend the Maturity Date Loans shall be subject governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans of any Existing Class converted into Extended Loans pursuant to any Extension Request. Any Extended Loans of any Extension Series shall constitute a separate Class from the satisfaction of Existing Class from which they were converted and from any other existing Loans.
(ii) Borrower shall provide the following conditions precedent applicable Extension Request at least ten (10) Business Days prior to the effectiveness date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Existing Class or Existing Classes subject to such Extension Request converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Loans (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Existing Loans. In the event that the aggregate amount of Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Loans requested pursuant to the Extension Request, Existing Loans of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of the Loans included in each such Extension Election (subject to rounding).
(iii) Extended Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iii) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Loans in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(i) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension:
(a) , before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) no Event as to the enforceability of Default shall have occurred and be continuing on the date Borrower delivers the First such Extension Notice or the Second Extension NoticeAmendment, this Agreement as applicableamended thereby, and (ii) no Default or Event such of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Loans provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Administrative Agent may reasonably request in connection therewith.
(iv) The Lenders hereby irrevocably authorize Administrative Agent to enter into Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAmendments in accordance with this Section 2.22(b).
Appears in 1 contract
Extension Options. Subject to (A) On the provisions of this Section 2.6.1, Borrower shall have the option conditions (the “First Extension Option”), which conditions Landlord may waive by irrevocable written notice (to Tenant) that both at the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to time of exercise of the Stated Maturity Date, herein described option to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension OptionExtended Term in question (i) there exists no monetary or material non-monetary “Event of Default” (defined in Section 15.1), (ii) this Lease is still in full force and effect, (iii) if the Building and the building known as Eight Cambridge Center (the “8CC Building”), space within which Tenant is leasing herewith pursuant to a Lease of even date herewith (the “8CC Lease”), are both owned by entities affiliated with Boston Properties Limited Partnership or its successors and assigns or are otherwise affiliated with each other (as defined in Section 16.32), then provided that Tenant is contemporaneously exercising its right to extend the term of its 8CC Lease for a co-terminous period with the Extended Term, and (iiiv) waiving Tenant has not sublet more than one half (1/2) of the Rentable Floor Area of the Premises (except for subletting permitted without Landlord’s consent under Section 12.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and tax and operating cost bases, which shall be adjusted during the option period as hereinbelow set forth and except that there shall be no further option to extend after exercise of Tenant’s second five (5) year option to extend) for two (2) periods of five (5) years as hereinafter set forth. Each option period is sometimes herein referred to as an “Extended Term.” Notwithstanding any claimsimplication to the contrary, counterclaimsLandlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option.
(B) If Tenant desires to exercise said option to extend the Term, rights then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than twenty one (21) months nor later than eighteen (18) months prior to the expiration of rescissionthe Lease Term, set-offs or defensesexercising such option to extend. Promptly after Landlord’s receipt of the Extension Term Exercise Notice, known or unknownLandlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term (“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant (the “Extension Term Negotiation Period”), against Lender Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit I) for the Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Term shall be the Prevailing Market Rent as determined by the Broker Determination. If Tenant does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to Landlord’s Rent Quotation.
(C) If Tenant desires to make a preliminary inquiry as to Landlord’s Extension Term Rent Quotation, without giving Extension Term Exercise Notice, then Tenant may give notice (“Extension Term Rent Inquiry Notice”) to Landlord, not earlier than twenty two (22) months nor later than nineteen (19) months prior to the expiration of the Lease Term, making such inquiry. Promptly after Landlord’s receipt of the Extension Term Rent Inquiry Notice, Landlord shall provide Landlord’s Extension Term Rent Quotation to Tenant. If Tenant should thereafter timely give Extension Term Exercise Notice to Landlord, the Extension Term Negotiation Period shall continue until the expiration of thirty (30) days after the date such Extension Term Exercise Notice is given, and the terms and conditions of Section 3.2(B) above shall be applicable.
(D) Base Taxes (as defined in Section 6.2(f)) applicable with respect to any Extended Term shall instead equal Landlord’s Tax Expenses for the then current fiscal tax year as of the commencement of such Extended Term. Base Operating Expenses (as defined in Section 7.5) applicable with respect to any Extended Term shall instead equal Operating Expenses for the applicable Extension Option. If Borrower is unable to satisfy all of Property for the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundercalendar year in which such Extended Term commences.
Appears in 1 contract
Extension Options. Subject Landlord hereby grants to Tenant four (4) consecutive options to extend the provisions Term of this Lease for not less than all of the Premises then being leased by Tenant, other than the Temporary Suites (as defined in Section 2.6.11 of the Addendum) and the Second Floor Space (as defined in Section 3 of the Addendum) (each, Borrower shall have the option (the an “First Extension Option”), each for a period of six (6) months (each, an “Option Term”). Except as otherwise provided herein, each such extension shall be on the same terms, conditions and provisions as contained in this Lease (including escalation of the Base Rent by irrevocable written notice (3% per annum). Except as provided in this Section 1.3, Tenant shall have no other rights to extend the “First Term. If Tenant wishes to exercise an Extension Notice”) delivered to Lender no later than thirty (30) days Option, Tenant shall, on or before the date occurring 12 months prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction expiration of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice Term or the Second Extension Noticeapplicable Option Term, as applicable, irrevocably exercise the Extension Option by delivering Notice (each, an “Exercise Notice”) thereof to Landlord. If Tenant fails to timely deliver an Exercise Notice, the Extension Option (and any remaining Extension Options) shall thereupon expire automatically. Tenant’s right to exercise the Extension Options is personal to, and may be exercised only by Point.360, a California corporation (iithe “Original Tenant”) no Default or any Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer. Notwithstanding anything in this Section 1.3 to the contrary, if an Event of Default shall have has occurred and be continuing on at the Stated Maturity Date and time the First Extended Maturity Date, as applicable;
(b) All amounts due and payable Exercise Notice is received by Borrower and Landlord or at any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of time thereafter until the commencement date of the applicable Option Term, then Landlord shall have the right, in addition to all of its other rights and remedies under this Lease, to unilaterally revoke Tenant’s exercise of the Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender in which case Tenant shall have no obligation further rights under this Lease to renew or extend the Stated Maturity Date hereunderTerm and this Lease shall expire on the Termination Date.
Appears in 1 contract
Sources: Lease Agreement (Point.360)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”a) delivered to Lender no Not later than thirty (30) days prior to the Stated Maturity September, 1999 Payment Date, Borrower, at its option, may notify the Lender in writing that Borrower desires to extend the Maturity Date of the Loan to August 31the Payment Date in November, 2022 2000 from the Payment Date in November, 1999 (the “"First Extended Maturity Extension Date”"). Borrower’s right to so extend the The Maturity Date shall be subject extended pursuant to the satisfaction of Borrower's request, provided that the following conditions precedent prior are satisfied as of the First Extension Date: (i) the Borrower shall have paid to the effectiveness of any such extension:
Lender the Extension Fee, (a) (iii) no Event of Default shall have occurred and be continuing continuing, (iii) the Lender shall not have notified the Borrower that the Borrower does not meet the LTV Test on or prior to the date October, 1999 Payment Date, and (iv) if required by Lender, Borrower delivers shall have entered into an Extension Hedge Agreement and delivered to Lender a Hedge Assignment Agreement with respect thereto.
(b) Not later than the First September, 2000 Payment Date, Borrower, at its option, may notify the Lender in writing that Borrower desires to extend the Maturity Date of the Loan to the Payment Date in November, 2001 from the Payment Date in November, 2000 (the "Second Extension Notice or Date"). The Maturity Date shall be extended pursuant to Borrower's request, provided that the following conditions are satisfied as of the Second Extension NoticeDate:
(i) the Borrower shall have paid to the Lender the Extension Fee, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing continuing, (iii) the Lender shall not have notified the Borrower that the Borrower does not meet the LTV Test on or prior to the Stated Maturity Date and the First Extended Maturity October, 2000 Payment Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (iiiv) waiving any claimsif required by Lender, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation entered into an Extension Hedge Agreement and delivered to extend the Stated Maturity Date hereunderLender a Hedge Assignment Agreement with respect thereto.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower (a) The Borrowers shall have the option (the “First an "Extension Option”"), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31of the Note from the Payment Date in March, 2022 1999 (the “First "Original Maturity Date"), to the Payment Date in March, 2000 (the "Extended Maturity Date”"). Borrower’s right to so extend the Maturity Date shall be subject to the , upon satisfaction of each of the following conditions precedent (the "Extension Conditions"):
(i) the Borrowers shall have given written notice (an "Extension Notice") to the Agent and Collateral Agent not less than ninety (90) days prior to the effectiveness Original Maturity Date of any such extension:their election to exercise the Extension Option;
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated date the Extension Notice is given and on the Original Maturity Date (the Agent agreeing to provide Borrowers written notice of any Default of which the Agent has actual knowledge during the period between delivery of the Extension Notice and the First Extended Original Maturity Date);
(iii) the Borrowers shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date, a fee (an "Extension Fee") equal to the product of 1.00% and the Principal Indebtedness as applicableof the Original Maturity Date (taking into account any principal payments made on such date);
(iv) the Borrowers shall have delivered to the Agent such evidence of corporate and partnership authorization and other documents relating to the Extension Option as the Agent shall reasonably require; and
(v) the Borrowers shall be in compliance with the Debt Service Coverage Test and the Property Release Test and the Guarantor shall be in compliance with the Financial Covenants.
(b) All amounts due and payable The Borrowers may revoke the Extension Notice by Borrower and any other Person pursuant written notice (or telephonic notice promptly confirmed in writing) to this Agreement or the other Loan Documents as Agent on behalf of the Stated Maturity Date Lenders and Collateral Agent on or prior to the First fifteenth (15th) Business Day preceding the Original Maturity Date; provided, as applicablehowever, that the Borrowers shall pay the reasonable costs incurred by the Agent and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, Collateral Agent in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as giving of the commencement of the applicable Extension Option, Notice and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderits revocation.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) Provided: (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, exists; and (ii) no Default or Event of Default this Lease is in full force and effect, Tenant shall have occurred and be continuing on the Stated Maturity Date and right to extend the First Extended Maturity DateTerm (“Extension Option”) with respect to the Extension Premises for up to 2 consecutive terms of 60 months each beyond the end of the Initial Term (each an “Extension Term”) by delivering Tenant’s written extension election notice to Landlord no later than 12 months prior to the expiration of the Initial Term or the then-current Extension Term (“Extension Deadline”) but no earlier than 15 months prior to the expiration of the Initial Term or the then-current Extension Term, as applicable;
(b) All amounts due and payable . The “Extension Premises” means, as designated by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as Tenant in its notice of extension, either all of the Stated Maturity Date Premises or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as portion of the commencement Premises containing at least 1 full floor of the Building, provided Tenant and Landlord shall mutually agree on the location of such portion to the extent any portion consists of less than an entire floor. Notwithstanding the foregoing, if Tenant’s notice of extension is silent as to the designation of the Extension Premises, then Tenant shall be deemed to have designated all of the Premises to be the Extension Premises. The terms and conditions of this Lease during each Extension Term shall remain unchanged except Tenant shall only be entitled to the 2 Extension Terms provided above, the annual Fixed Rent for the applicable Extension OptionTerm shall be the Extension Rent (as defined below), and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as the Expiration Date shall be the last day of the commencement Extension Term (or such earlier date of termination of this Lease pursuant to the applicable terms hereof), and, except to the extent reflected in the Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for eachRent, Lender Landlord shall have no obligation to perform any tenant improvements to the Extension Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of its written extension election notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no right to extend the Stated Maturity Date hereunderTerm other than or beyond the 2, 60-month Extension Terms described in this paragraph.
Appears in 1 contract
Extension Options. Subject to Provided that there has been no Event of Default which is uncured and continuing on the provisions part of the Tenant, and that Tenant (or a successor entity resulting from one or more Permitted Transfers, as defined Section 6.8) is, as of the date of exercise of its rights under this Section 2.6.12.6, Borrower in occupancy of at least seventy-five percent (75%) of the Premises for its own business purposes, the Tenant shall have the option right to extend the Term hereof for two (2) consecutive periods of five (5) years (the first such period being the “First Extension OptionTerm,” the second such period being the “Second Extension Term” and, together with the First Extension Term, the “Full Extension Term”)) on the following terms and conditions:
(a) Such right to extend the Term shall be exercised by the giving of notice by Tenant to Landlord at least nine (9) months prior to the expiration of the Initial Term or First Extension Term, by irrevocable written notice as applicable (the “Extension Notice Deadline Date”). Upon the giving of such notice on or before the Extension Notice Deadline Date, this Lease and the Term hereof shall be extended for an additional term, as specified above, without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the applicable Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 2.6 for more than ten (10) years after the expiration of the Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The First Extension Notice”Term and the Second Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during each such Extension Term shall be the then Fair Market Rent of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) delivered For purposes of the First Extension Term and Second Extension Term described in this Section 2.6, the Fair Market Rent of the Premises shall mean the then current fair market annual rent for leases of other space of a comparable nature and quality similarly improved, so as to Lender no later than provide Landlord, on a net basis, the same as it would receive upon a re-letting at fair market value, taking into account all relevant factors including comparable building age, quality, level of finish, proximity to amenities and public transit, the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Fair Market Rent of the Premises within thirty (30) days after the Tenant has exercised an option for an Extension Term. At any time upon request within six (6) months prior to the Stated Maturity Extension Notice Deadline Date, Landlord shall provide its determination of the Fair Market Rent of the Premises, and Tenant shall thereafter within thirty (30) days of receipt thereof have the right to extend the Maturity Date Term at such determination of the Fair Market Rent of the Premises and otherwise in accordance with this Section 2.6. If the Fair Market Rent of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to August 31the Fair Market Rent. The Landlord and the Tenant shall simultaneously exchange such reports; provided, 2022 however, if either party has not obtained such a report within forty-five (45) days after the last day of the thirty (30) day period referred to above in this Section 2.6, and such party fails within an additional fifteen (15) days of notice of such failure, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Fair Market Rent for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Fair Market Rent for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Fair Market Rent for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Fair Market Rent (the “Final Professional’s Valuation”). The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of either of the First Extended Maturity Extension Term or Second Extension Term occurs prior to a final determination of the Fair Market Rent therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rental at the then applicable Fixed Rental Rate(the “Interim Rent”). Borrower’s right If the Annual Fixed Rent as finally determined for such Extension Term is determined to so extend be greater than the Maturity Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date, but if the amount of such overpayment is greater than one (1) monthly installment of Annual Fixed Rent, then such amount shall be subject refunded to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderTenant.
Appears in 1 contract
Sources: Lease (Agios Pharmaceuticals Inc)
Extension Options. Subject to satisfaction of all of the provisions of preconditions set forth in this Section 2.6.12.10, Borrower shall Borrowers have the option right to extend the term of the Loan for one additional term of twelve (12) months (the “First Extension OptionTerm”), by irrevocable written notice with such Extension Term having a stated maturity date of March 11, 2015 (the “First Extension NoticeExtended Maturity Date”) delivered ). Borrowers shall exercise the right to exercise the extension option under this Section 2.10 by giving Lender no later than notice of such election at least thirty (30) days prior to the Stated Maturity Date, . Upon receipt of any such request by Borrowers to extend the Maturity Date to August 31term of the Loan, 2022 (Lender will notify Borrowers whether or not the “First Extended Maturity Date”). Borrower’s right to term of the Loan will be so extend the Maturity Date extended, which extension shall be subject to the granted upon satisfaction by Borrower of each of the following conditions precedent prior to the effectiveness of any such extensionin Lender’s sole discretion:
(a) (i) no No Event of Default shall have occurred and be continuing on exists as of the date Borrower delivers of Borrowers’ extension option election notice to Lender and as of the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicableand the Borrowers deliver to Lender Officer’s Certificates confirming same;
(b) All amounts due and payable by Borrower and any other Person pursuant On or prior to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, Borrowers obtain an Extension Interest Rate Cap Agreement for the Extension Term with a LIBOR Rate strike price equal to or less than the Strike Rate and collaterally assign such Extension Interest Rate Cap Agreement to Lender pursuant to an assignment of interest rate cap agreement in the same form as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;Interest Rate Cap Assignment.
(c) Borrower Borrowers shall deliver have delivered to Lender on the commencement date of the Extension Term, an Officer’s Certificate certifying that, except as disclosed in writing to Lender (i) certifying that all prior to or concurrently with the delivery of such Officer’s Certificate, each of the representations and warranties set forth of Borrowers contained in this Agreement remain the Loan Documents is true, complete and correct and complete in all material respects as of the commencement giving of the applicable Extension Optionnotice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct or are no longer true and correct as a result of the passage of time or subsequent events (provided that if the circumstances with respect to any such change in a representation or warranty constitute an independent continuing Event of Default hereunder, and then pursuant to Section 2.10(a) hereof Borrowers shall not be entitled to exercise any extension option).
(iid) waiving any claims, counterclaims, rights Borrower shall pay to Lender in connection with the exercise of rescission, setthe extension option an extension fee equal to thirty-offs or defenses, known or unknown, against Lender three hundredths of one percent (0.33%) of the Principal Indebtedness of the Loan as of the first day of the Extension Term (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the first day of the Extension Term.
(e) As of the first day of the Extension Term, the Principal Indebtedness shall not exceed One Hundred Seventy Million Nine Hundred Thousand and No/100 Dollars ($170,900,000.00) (the “Maximum Principal Balance”). Borrower shall have the right to prepay an amount of Principal Indebtedness such that the Principal Indebtedness does not exceed the Maximum Principal Balance (any such payment, an “Extension Principal Payment”).
(f) Immediately prior to the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of Term, the foregoing conditions within Debt Service Coverage Ratio for the applicable time frames for each, Lender Properties shall have no obligation to extend the Stated Maturity Date hereunderbe not less than 1.35:1.
Appears in 1 contract
Sources: Maturity Date Extension, Amendment to Loan Documents and Reaffirmation Agreement
Extension Options. Subject On or prior to each of September 20, 2012 (the second anniversary of the Closing Date) and September 20, 2013 (the third anniversary of the Closing Date), the Borrower may, by notice to the provisions of this Section 2.6.1, Borrower Administrative Agent (who shall have promptly notify the option (Lenders) request that the “First Extension Option”), by irrevocable written notice (Administrative Agent and the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to Lenders extend the Maturity date set forth in the definition of Termination Date by one year, and the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to August 31do so, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) it being understood that (i) no Event of Default extension shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, effective unless all Lenders unanimously agree to extend and (ii) any Lender who has not responded to such extension request within fifteen (15) Domestic Business Days following the date of the Administrative Agent’s notice of such extension request to the Lenders, shall be deemed to have rejected such request. In the event that one extension request is exercised and accepted by all Lenders, this Agreement shall be automatically amended as of September 20, 2012 to provide that the definition of Termination Date would be extended to September 20, 2015. In the event that two extension requests are exercised and accepted by all Lenders, upon effectiveness of the second extension, this Agreement shall be automatically amended as of September 20, 2013 to provide that the definition of Termination Date would be extended to September 20, 2016. Any extension pursuant to this Section 2.15 shall be effective as of the date of the amendment to this Agreement effecting such extension and each such amendment shall be conditioned upon: (x) no Default or Event of Default shall have occurred and be continuing on (y) continued accuracy of the Stated Maturity Date representations and the First Extended Maturity Datewarranties, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents in each case as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses date of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete such amendment in all material respects as of respects. The first extension request shall expire if not made on or prior to September 20, 2012 and shall not take effect prior to September 20, 2012. The second extension request shall expire if not made on or prior to September 20, 2013 and shall not take effect prior to September 20, 2013. There shall be no more than two (2) extension requests, resulting in total extensions no longer than two (2) years, so that the commencement of the applicable Extension OptionTermination Date is no later than September 20, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder2016.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event On the conditions that, both at the time of Default shall have occurred and be continuing on Tenant’s delivery of the date Borrower delivers the Tenant’s First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable First Extension OptionTerm: (i) there exists no Event of Default, (ii) the Lease is still in full force and effect, and (iiiii) waiving any claimsHubspot, counterclaimsInc., rights itself, a Permitted Tenant Successor, and/or Tenant Affiliates occupy one hundred percent (100%) of rescissionthe rentable floor area of the Premises then leased to Tenant as of the New Expiration Date (excepting only the subleasing by Tenant, set-offs if and to the extent permitted under the Lease, of up to 25,000 rentable square feet of the Premises in the aggregate to a party or defensesparties other than a Permitted Tenant Successor or a Tenant Affiliate), known or unknownthen Tenant shall have the right to extend the Term for all but not just a portion of the then Premises from the New Expiration Date for one (1) period of five (5) years (such period, against Lender the “First Extension Term”). Such extension shall be on all of the terms and conditions of the Lease, except that (x) the Annual Fixed Rent shall be equal to the Fair Market Rent, as determined below, as of the commencement of the applicable First Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Term and (y) Landlord shall have no obligation to provide any construction allowance or to perform any work to the Premises as a result of such extension.
(b) So long as Tenant shall have exercised its option for the First Extension Term and on the conditions that, both at the time of Tenant’s delivery of the Tenant’s Second Extension Notice and as of the commencement of the Second Extension Term: (i) there exists no Event of Default, (ii) the Lease is still in full force and effect, and (iii) Hubspot, Inc., itself, a Permitted Tenant Successor, and/or Tenant Affiliates occupy one hundred percent (100%) of the rentable floor area of the Premises leased to Tenant as of the last day of the First Extension Term (excepting only the subleasing by Tenant, if and to the extent permitted under the Lease, of up to 25,000 rentable square feet of the Premises in the aggregate to a party or parties other than a Permitted Tenant Successor or a Tenant Affiliate), then Tenant shall have the right to extend the Stated Maturity Date hereunderTerm for all but not just a portion of the then Premises from the expiration date of the First Extension Term for one (1) period of five (5) years (such period, the “Second Extension Term”). Such extension shall be on all of the terms and conditions of the Lease, except that (x) the Annual Fixed Rent shall be equal to the Fair Market Rent, as determined below, as of the commencement of the Second Extension Term, (y) Landlord shall have no obligation to provide any construction allowance or to perform any work to the Premises as a result of such extension, and (z) Tenant shall have no right to further extend the Term beyond the Second Extension Term.
(c) In order to exercise its option for the First Extension Term or the Second Extension Term, Tenant shall give notice thereof to Landlord (as applicable, “Tenant’s First Extension Notice” or “Tenant’s Second Extension Notice”) not earlier than fifteen (15) months nor later than twelve (12) months prior to the expiration of the then-current Term, whereupon Landlord shall, within thirty (30) days thereafter, advise Tenant of the proposed Annual Fixed Rent for, as applicable, the First Extension Term or the Second Extension Term (“Landlord’s Quotation”). Each of Tenant’s First Extension Notice and Tenant’s Second Extension Notice shall be irrevocable.
Appears in 1 contract
Sources: Lease Agreement (Hubspot Inc)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”)right, by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Dateat its option, to extend the Maturity Date to August 31Term until April 9, 2022 2017 (the “First Extended Maturity Date”). Borrower’s right ) by giving written notice of such extension to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent Lender at least fifteen (15) days prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Initial Maturity Date and delivering to Lender therewith a deposit for Lender’s costs and expenses in the amount of $12,500. Upon receipt of such request to extend the Term until the First Extended Maturity Date, and upon satisfaction of the following conditions, Lender shall extend the Term as applicablerequested:
(a) no Event of Default exists at the time such request is made and on the Initial Maturity date;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or Lender enter into a loan extension agreement on the other Loan Documents as of the Stated Maturity Date or the First Maturity Dateform typically used by Servicer for loan extensions, as applicable, with acknowledgment by Guarantor and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in fullOperating Tenant;
(c) Borrower has reimbursed Lender for all costs and expenses incurred by Lender in connection with such extension (including attorney’s fees and Servicer’s standard processing fee for loan extensions, not to exceed $5,000; provided, however, Borrower’s obligation pursuant to this Section 2.8(c) shall deliver an Officer’s Certificate not exceed $25,000.00;
(d) Borrower pays to Lender an extension fee in an amount equal to Twenty-Five Hundredths Percent (i0.25%) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement then-outstanding Principal; and
(e) Borrower has obtained one or more Interest Rate Protection Agreements effective through the First Extended Maturity Date that satisfy the requirements of Section 2.6 of this Agreement, including the delivery of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Optionrequired assignment thereof. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder, and Borrower shall reimburse Lender all of its costs and expenses as provided in this Section 2.8, subject to the limitation on reimbursement contained herein. If the deposit paid to Lender exceeds Lender’s actual costs and expenses, Lender shall refund the difference to Borrower.
Appears in 1 contract
Sources: Loan Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Extension Options. Subject Borrower shall have two options to extend the provisions of this Section 2.6.1, Termination Date for one year each as follows:
(a) Borrower shall have the option (the “First Extension Option”)) to extend the Loan by extending the Termination Date for a one-year period from and after the initial Termination Date of October 4, by irrevocable 2010, such First Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(1) Administrative Agent shall have received written notice (of Borrower’s election to exercise the “First Extension Notice”) delivered to Lender no later than Option at least thirty (30) but no more than ninety (90) days prior to before the Stated Maturity Date, to extend the Maturity Termination Date to August 31, 2022 (the “First Extended Maturity Date”as then in effect). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:.
(a2) (i) no Event of Default There shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) exist no Default or Event of Default at the time Borrower elects to exercise the First Extension Option or at the Termination Date (as then in effect).
(3) Borrower and each Guarantor Subsidiary shall have occurred executed and delivered to Administrative Agent a certificate confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification except as disclosed in such certificate, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(4) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.05% of the Total Commitment (the “First Extension Fee”) in consideration of the extension of the Termination Date, which First Extension Fee shall be due and payable at the time Borrower delivers its written notice of election to extend pursuant to Section 3.14(a). As of the effective date of the extension, the First Extension Fee will have been earned in full and be continuing on a bona fide commitment fee intended as reasonable compensation to Lenders for the Stated Maturity Date extension of the Termination Date.
(5) Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(6) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loan shall continue to apply; provided, however, that the term “Termination Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Termination Date which shall be October 4, 2011 (the “First Extended Maturity Termination Date, as applicable;”).
(b) All amounts Borrower shall have the option (the “Second Extension Option”) to extend the Loan by extending the First Extended Termination Date for a one-year period to October 4, 2012, such Second Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(1) Administrative Agent shall have received written notice of Borrower’s election to exercise the Second Extension Option at least thirty (30) but no more than ninety (90) days before the First Extended Termination Date.
(2) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Second Extension Option or at the First Extended Termination Date.
(3) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a certificate, confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification except as disclosed in such certificate, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(4) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.075% of the Total Commitment (the “Second Extension Fee”) in consideration of the extension of the First Extended Termination Date, which Second Extension Fee shall be due and payable by at the time Borrower and any other Person delivers its written notice of election to extend pursuant to Section 3.14(a). As of the effective date of the extension, the Second Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for the extension of the First Extended Termination Date.
(5) Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(6) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loan shall continue to apply; provided, however, that the term “Termination Date” and all references to such term in this Agreement or and the other Loan Documents as of shall mean and refer to the Stated Maturity extended Termination Date or the First Maturity Datewhich shall be October 4, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder2012.
Appears in 1 contract
Extension Options. Subject Borrower may elect to extend the Maturity Date for two (2) periods of one year each (the end of each such period, the "Extended Maturity Date"), upon and subject to the provisions of this Section 2.6.1, following terms and conditions:
(a) Basic Conditions for the First One Year Extension. Unless otherwise agreed by Lender in writing:
(i) Borrower shall have request the option (the “First Extension Option”)extension, if at all, by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later not more than ninety (90) days, and not less than thirty (30) days days, prior to the Stated Maturity Date.
(ii) Borrower shall have made payments in reduction of the principal amount of this Note so that the outstanding principal balance of this Note is $8,260,000 or less.
(iii) At the time of the request, and at the time of the extension, there shall not exist any Event of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute an Event of Default.
(iv) Current financial statements regarding Borrower and all other financial statements and other information as may be required under the Loan Documents regarding Borrower and Acadia Strategic Opportunity Fund II LLC ("Guarantor") and the Property, shall have been submitted to Lender as and when required under the Loan Documents, and there shall not have occurred, in the reasonable opinion of Lender, any material adverse change in the business or financial condition of Borrower or Guarantor, or in the Property or in any other state of facts submitted to Lender in connection with the Loan Documents, from that which existed on the date of this Note.
(v) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Lender in connection with the proposed extension (pre- and post-closing), including appraisal fees, environmental audit and reasonable attorneys' fees actually incurred by Lender; all such costs and expenses incurred up to the time of Lender's written agreement to the extension shall be due and payable prior to Lender's execution of that agreement (or if the proposed extension does not become effective, then upon demand by Lender), and any future failure to pay such amounts shall constitute a default under the Loan Documents.
(vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension.
(vii) Not later than the Maturity Date, (A) the extension shall have been consented to extend and documented to Lender's satisfaction by Borrower, Guarantor, Lender, and all other parties deemed necessary by Lender (such as any permitted subordinate lienholders); (B) Lender shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Lender; and (C) Borrower shall have paid to Lender a non-refundable extension fee in the amount of an amount equal to 0.35% of the then outstanding principal balance hereunder.
(viii) At the time of such extension, the Property shall have a loan-to-value ratio ("Loan-to-Value Ratio") of not greater than 25%, which Loan-to-Value Ratio shall be calculated as the Net Commitment Amount (as hereinafter defined) of the Loan divided by the Market Value (as hereinafter defined) of the Property. As used herein, "Net Commitment Amount" means, as of any date, the outstanding principal amount of the loan evidenced by this Note (the "Loan"). As used herein, "Market Value" means the as-is market value of the Property based on an appraisal meeting all applicable regulatory requirements, taking into account current market conditions, including vacancy factors, discount rates, and rental rates and concessions, as accepted by Lender in its sole and absolute discretion. Lender may determine the Market Value based on a current appraisal or the original appraisal obtained in connection with the amendment and restatement of this Note, as Lender in its reasonable discretion may elect. Any appraisal used to determine the Market Value shall be satisfactory to Lender in all respects and shall be obtained at the sole cost and expense of Borrower. In the event this Loan-to-Value Ratio is not met, Borrower may satisfy this Loan-to-Value Ratio prior to the Maturity Date to August 31by either (A) making a voluntary paydown of the Loan, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of any conditions to prepayment, including the following conditions precedent prior payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan, and/or (B) providing additional collateral acceptable to Lender, which shall have value (as determined by Lender) which when added to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower Property value is unable sufficient to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderthis Loan-to-Value Ratio.
Appears in 1 contract
Sources: Note (Acadia Realty Trust)
Extension Options. Subject (a) Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the provisions of Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.6.1, Borrower shall have the option 2.3 (the “First Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewith, by irrevocable written notice and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extension NoticeOption, Second Extension Option and Third Extension Option, the “Extension Options”).
(b) delivered In order to Lender no exercise any Extension Option, the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than thirty twelve (3012) days months prior to then applicable Scheduled Expiry Date as extended, Lessor shall have received a written notice from Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable.] [FOR EVEN NUMBERED DELIVERY POSITIONS—With respect to the First Extension Option, Second Extension Option and Third Extension Option, not later than twelve (12) months prior to then applicable Scheduled Expiry Date and with respect to the Fourth Extension Option, not later than fifteen (15) months prior to the Stated Maturity DateScheduled Expiry Date as extended, to extend Lessor shall have received a written notice from Lessee stating that it is exercising the Maturity Date to August 31Extension Option, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date which notice once given shall be subject irrevocable.]
(ii) Promptly after such notice, Lessee shall deliver to the satisfaction of the following conditions precedent prior Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to the effectiveness of any such extension:, as Lessor may reasonably request.
(a) (iiii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date Borrower delivers that Lessor receives notice of Lessee’s exercise of the First Extension Notice Option or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity then applicable Scheduled Expiry Date and the First Extended Maturity Date, (as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant determined without giving effect to this Agreement or the other Loan Documents as Lessee’s exercise of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;Extension Option).
(c) Borrower If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall deliver an Officer’s Certificate to Lender be automatically amended as follows:
(i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of with respect to the commencement of the applicable First Extension Option, and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) waiving with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement First Extension Option, the Second Extension Option or the Third Extension Option, but elects to exercise the Fourth Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred eighty six (186) months after the Rent Commencement Date”. For the avoidance of doubt, Lessor and Lessee acknowledge and agree that the Fourth Extension Option may only be exercised once during the Term. Lessor and Lessee further acknowledge and agree that all other provisions of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Lease shall have no obligation to extend the Stated Maturity Date hereunderremain in full force and effect.
Appears in 1 contract
Extension Options. Subject (a) Provided both on the date Tenant’s Extension Notice (as hereinafter defined) is given and on the then-scheduled expiration date (i) Tenant shall not then be in breach or default under any term, covenant or condition of this Lease on Tenant’s part to be observed or performed, and (ii) Boston Private Financial Holdings, Inc. and/or Affiliates of Boston Private Financial Holdings, Inc. is (or are) in occupancy of not less than sixty-five (65%) of the rentable area of the Premises then demised under this Lease, then Tenant may extend the Term of this Lease for three (3) successive periods (each, an “Extension Period”) of five (5) years each by written notice (each, a “Tenant’s Extension Notice”) to Landlord given at least sixteen and one-half (16.5) months prior to the commencement of each such Extension Period. Delivery of each Tenant’s Extension Notice shall unconditionally constitute the exercise by Tenant of the option to extend the Term of this Lease and in no event may Tenant revoke a Tenant’s Extension Notice, then such notice shall be irrevocable after delivery thereto. Immediately after delivery of each Tenant’s Extension Notice this Lease shall be automatically extended in accordance with the provisions of this Section 2.6.14.4. Each such extension shall be for and with respect to the entirety of the Premises then demised under this Lease. Each such extension shall be on the same terms and conditions set forth herein, Borrower except that (a) after the exercise of the third (3rd) such extension option Tenant shall have no further option to extend said Term, (b) Basic Rent payable with respect to each such Extension Period shall be equal to 97.5% of the option fair market rental value of the Premises during said Extension Period, as determined by Landlord promptly after receipt of Tenant’s Extension Notice (the “First Extension Option”subject to Tenant’s right to object thereto as hereinafter set forth), by irrevocable written and (c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. In determining fair market rental value, the following factors, among others, shall be taken into account and given effect: size of the premises, escalation charges then payable under the lease, location of the premises, location of the building, tenant improvement and fit-up of the premises, other transaction costs and lease term, and other terms and conditions then being provided for comparable lease transactions in comparable office buildings in the Downtown Boston Financial District.
(b) Promptly after receipt of a Tenant’s Extension Notice, Landlord shall deliver to Tenant a notice (the “First Extension Landlord’s Determination Notice”) delivered setting forth Landlord’s determination of the fair market rental value of the Premises with respect to Lender no such Extension Period. In the event that Tenant objects to Landlord’s determination of fair market rental value with respect to such Extension Period, Tenant may elect, by giving Landlord written notice of such objection not later than fifteen (15) Business Days following receipt of the Landlord’s Determination Notice, to deliver to Landlord a notice (a “Tenant’s Appraisal Notice”) that Tenant elects to submit the determination of fair market rental value to appraisers, the first appraiser to be chosen by Landlord, the second appraiser to be chosen by Tenant, and a third appraiser to be selected by the two appraisers first chosen. If Tenant fails to deliver to Landlord a Tenant’s Appraisal Notice within such fifteen (15) Business Day period (time being of the essence thereof), then Tenant shall have no further right to object to Landlord’s determination of fair market rental value for such Extension Period, and Tenant conclusively shall be deemed to have accepted Landlord’s determination of the fair market rental value of the Premises for such Extension Period.
(c) If Tenant timely delivers a Tenant’s Appraisal Notice pursuant to subsection (b) above, then the unanimous written decision of the two appraisers first chosen, without selection and participation of a third appraiser, or otherwise the written decision of a majority of three appraisers chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days following receipt by Landlord of Tenant’s Appraisal Notice. If within thirty (30) days after the second appraiser has been appointed, the two designated appraisers are unable to agree upon fair market rental value for the Extension Period, then within ten (10) days after expiration of such thirty (30) day period they shall elect a third appraiser who has the qualifications set forth in subsection (d) below. If the two appraisers are not able to agree upon such third appraiser within such ten (10) day period, either appraiser may request the office of the American Arbitration Association located within or nearest to Boston, Massachusetts to designate a third appraiser willing so to act and an appraiser so appointed shall, for all purposes, have the same standing and powers as though he had been seasonably appointed by the appraisers first appointed. In the case of the inability or refusal to serve of any person designated as an appraiser, or in case any appraiser for any reason ceases to be such, an appraiser, to fill such vacancy, having the minimum qualifications set forth in subsection (d) below, shall be promptly appointed by the Landlord, the Tenant, the appraiser first appointed by the Landlord, the appraiser first appointed by the Tenant, or the said office of the American Arbitration Association, as the case may be, whichever made the original appointment, or, if the person who made the original appointment fails to fill such vacancy, any appraiser who continues to act, or the Landlord, or the Tenant may apply to said office of the American Arbitration Association to fill such vacancy with an appraiser having the minimum qualifications set forth in subsection (d) below, and any appraiser so appointed to fill such vacancy shall have the same standing and powers as though originally appointed. The resulting board of appraisers shall, forthwith upon their appointment, (i) hear the parties to this Lease and their witnesses, (ii) examine the records relating to the Premises, market surveys and such other documents and records as may, in their judgment, be necessary, and (iii) within not more than forty-five (45) days after their appointment, issue a decision (the “Appraisers’ Decision”) determining the fair market rental value of the Premises for such Extension Period. Any determination by a majority of the members of the board of appraisers shall be final and binding upon the parties, but if a majority of the members of the board of appraisers are unable to agree upon a determination, the determination of such third appraiser shall be binding upon the parties. If any party shall fail to appear at the hearings appointed by the appraisers, the appraisers may act in the absence of such party. The determination of the board of appraisers (or the third appraiser, as appropriate) made in accordance with the foregoing provisions may be entered as an award in arbitration in a court of competent jurisdiction, and judgment thereon may be entered.
(d) Landlord and Tenant shall each bear the expense of the appraiser chosen by it and shall equally bear the expense of the third appraiser (if any). All appraisers chosen or elected hereunder shall have received the M.A.I. (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and shall have had at least ten (10) years of experience in appraising commercial office space and determining fair market rental values in office buildings in Downtown Boston comparable to the Building. If, as contemplated herein, the Basic Rent payable with respect to said Extension Period shall not have been determined prior to the Stated Maturity Datecommencement thereof, to extend then said Extension Period shall nevertheless commence, and Tenant shall make payments of Basic Rent at 97.5% of the Maturity Date to August 31fair market rental value designated by Landlord, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to retroactive adjustment in conformity with and within ten (10) days following the satisfaction final determination of the following conditions precedent prior to fair market rental value by the effectiveness of any such extension:appraisers.
(ae) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as Time is of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses Essence of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderSection 4.4.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.15, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Initial Maturity Date, to extend the Maturity Date to August 31November 11, 2022 2010 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) i. no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the applicable Extension Notice and (B) on the Stated Initial Maturity Date, the First Extended Maturity Date and the First Second Extended Maturity Date, as applicable;
; provided, however, that if Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Borrower is diligently curing such Noticed Default within the allotted cure period under the Loan Documents, then such term (band the applicable Extension Option) All amounts due shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and payable by Borrower upon such timely cure (and any other Person pursuant to this Agreement or satisfaction of the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties conditions set forth in this Agreement remain trueSection 5 for such extension), correct the term shall be extended for the full one-year period contemplated above;
ii. Borrower shall obtain and complete deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all material respects as of with the commencement of requirements set forth in the Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option, ) and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of ending no earlier than the applicable Extension Optionextended Maturity Date;
iii. If Borrower is unable shall deliver a Counterparty Opinion with respect to satisfy all of the foregoing conditions within Interest Rate Protection Agreements and the applicable time frames for each, Lender related Acknowledgments; and
iv. Borrower shall have no obligation timely exercised the extension option to extend the Stated Maturity Date hereunderterms of Note A-1, Note B-1 and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Borrowers shall have the option to extend any or all of the Maturity Dates of the BHFS II Loan, the BHFS III Loan, and the BHFS IV Loan (the “First Extension OptionLoan Extension”), by irrevocable written notice exercisable separately with respect to each Loan, as applicable, for one period of twenty-four (24) months (the “First Extension NoticePeriod”) delivered to Lender no later than thirty (30) days prior ), at which time the term “Maturity Date”, as to the Stated applicable Loan, shall mean the Maturity Date, as extended pursuant to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”this Section 1.10(d). Borrower’s right to so extend the Maturity Date The exercise of each Loan Extension shall be subject to the satisfaction effective only if all of the following conditions precedent prior have been satisfied as to each Loan Extension on or before the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;:
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations There shall then exist no Default, and warranties set forth in this Agreement remain true, correct and complete in all material respects as no Default shall exist at the commencement of the Extension Period.
(ii) The Borrowers maintain a Debt Service Coverage Ratio of 1.0x tested on the Assumed Debt Service at the time of the commencement of the Extension Period, for the Borrowers and their Net Cash Flow, on a consolidated basis.
(iii) Borrowers and BH Guarantor shall have executed and delivered to Administrative Agent a modification and extension agreement, providing for, among other things (1) the extension of the Maturity Date as to the applicable Extension OptionLoan(s), (2) the reaffirmation by Borrowers and BH Guarantor of their respective obligations under the Loan Documents, and (ii3) waiving the waiver and release by Borrowers and BH Guarantor of any defenses, claims, counterclaims, and rights of rescissionoffset, set-offs if any, which Borrowers or defensesBH Guarantor may then have in respect of Administrative Agent and the Indebtedness and Obligations, known together with such other agreements, documents or unknownamendments to the Loan Documents as are reasonably requested by Administrative Agent to properly document the Loan Extension, against Lender as all in form and content satisfactory to Administrative Agent in its good faith business judgment. During the Extension Period, unless noted above, all terms and conditions of the commencement Loan Documents (including but not limited to interest rates and payments) pertaining to the Loan shall continue to apply.
(iv) The request for Loan Extension must be made to Administrative Agent in writing not more than one hundred eighty (180) days, and not less than one hundred twenty (120) days, prior to the Maturity Date.
(v) The foregoing options may be exercised with respect to one or more of the applicable Extension OptionLoans, as Borrowers may elect. If Borrower is unable to satisfy all of the foregoing conditions within are not satisfied strictly in accordance with their terms, the applicable Loan Extension shall not be or become effective. Upon the execution and delivery by Borrowers, BH Guarantor and Administrative Agent of the modification and extension agreement referred to in subparagraph (iv) above, the Loan Extension shall be deemed to be effective. Whether or not the Loan Extension becomes effective, Borrowers shall pay all out-of-pocket costs and expenses incurred by Administrative Agent in connection with the proposed Loan Extension (pre- and post-closing), including, without limitation, reasonable legal fees; all such costs and expenses incurred up to the time frames for eachof Administrative Agent’s written agreement to the Loan Extension shall be due and payable prior to Administrative Agent’s execution of that agreement (or if the proposed extension does not become effective, Lender shall have no obligation to extend the Stated Maturity Date hereunderthen upon demand by Administrative Agent).
Appears in 1 contract
Sources: Loan Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.15, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Initial Maturity Date, to extend the Maturity Date to August 31November 11, 2022 2010 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) i. no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the applicable Extension Notice and (B) on the Stated Initial Maturity Date, the First Extended Maturity Date and the First Second Extended Maturity Date, as applicable;
; provided, however, that if Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Borrower is diligently curing such Noticed Default within the allotted cure period under the Loan Documents, then such term (band the applicable Extension Option) All amounts due shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and payable by Borrower upon such timely cure (and any other Person pursuant to this Agreement or satisfaction of the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties conditions set forth in this Agreement remain trueSection 5 for such extension), correct the term shall be extended for the full one-year period contemplated above;
ii. Borrower shall obtain and complete deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all material respects as of with the commencement of requirements set forth in the Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option, ) and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of ending no earlier than the applicable Extension Optionextended Maturity Date;
iii. If Borrower is unable shall deliver a Counterparty Opinion with respect to satisfy all of the foregoing conditions within Interest Rate Protection Agreements and the applicable time frames for each, Lender related Acknowledgments; and
iv. Borrower shall have no obligation timely exercised the extension option to extend the Stated Maturity Date hereunderterms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject (i) [Reserved].
(ii) The Borrower may, from time to time, request that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”). Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided, that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.6.1, Borrower shall have the option 2.22(b). Any Lender (the an “First Extension Option”), by irrevocable written notice (the “First Extension NoticeExtending Lender”) delivered wishing to Lender no later than thirty have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (30an “Extension Election”) days on or prior to the Stated Maturity Datedate specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided, that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the Maturity Date event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to August 31Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, 2022 Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (the “First Extended Maturity Date”subject to rounding). Borrower’s right to so extend Notwithstanding the Maturity Date conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be subject treated identically to the satisfaction all other Revolving Commitments for purposes of the following conditions precedent prior to obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on applicable Extension Amendment may provide that the date Borrower delivers on which the First Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Notice or Amendment) so long as the Second Extension NoticeSwingline Lender and/or the applicable Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided, that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by a Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Tenant shall have the option to extend the Term of this Lease for three (the 3) additional periods of sixty (60) months each as set forth in Article 1 of this Lease (each such period being referred to herein as an “First Extension OptionOption Term”), ’) only by irrevocable giving Landlord written notice by the later to occur of (the “First Extension Notice”A) delivered to Lender no later than thirty fifteen (3015) days following Tenant’s receipt of written notice from Landlord reminding Tenant of the expiration date for Tenant’s exercise of such option (which notice from Landlord shall not be delivered earlier than fifteen (15) months prior to the Stated Maturity Dateexpiration of the then applicable Term), or (B) at least one (1) year before the expiration of the then applicable Term. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable to the Option Terms, including, without limitation, adjustment of the Minimum Annual Rent on each anniversary of the Commencement Date occurring during each Option Term. Time is of the essence with respect to Tenant’s exercise of the options to extend the Maturity Date Term of this Lease provided herein. The option to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date Term pursuant hereto by the Option Terms shall not be personal to the original Tenant signatory to this Lease and shall be subject to exercisable by or for the satisfaction of the following conditions precedent prior to the effectiveness benefit of any such extension:
assignee or subtenant of Tenant (a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Noticeincluding, as applicablewithout limitation, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, an assignee in connection with a “Permitted Transfer” pursuant to Section 13.4 below); provided, however, that in the Loan and/or event of Tenant’s exercise of an option to extend pursuant hereto following any assignment of this Lease (other than to an assignee in connection with a Permitted Transfer pursuant to Section 13.4 below) or while any sublease remains in effect with respect to the extension Premises, Minimum Annual Rent shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects be increased as of the commencement of the applicable Extension OptionOption Term to equal the greater of (1) the amount which would otherwise then be due based upon the adjustment provided for in Section 6.1 below, and or (ii2) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender the “Fair Market Rent” (as hereinafter defined) for the Premises as of the commencement of such Option Term, and Minimum Annual Rent as so adjusted upon the applicable Extension Optioncommencement of such Option Term shall be further adjusted on each anniversary of the Commencement Date occurring during such Option Term in accordance with Section 6.1 below. All references in this Lease to the “Term” shall be deemed to mean the initial Term as extended by the Option Terms, as applicable. If Borrower is unable applicable pursuant to satisfy all the foregoing, the Fair Market Rent for each Option Term shall be determined as follows:
(a) For purposes of this Lease, the "Fair Market Rent" shall mean the prevailing annual fair market rental rate as of the foregoing conditions within commencement of each Option Term for tenants of premises comparable to the applicable time frames Premises in comparable retail centers in the vicinity of the Premises for each, Lender shall have no obligation periods comparable to the Option Term. Following Tenant’s exercise of its option to extend the Stated Maturity Date hereunderTerm by the applicable Option Term, Landlord and Tenant shall meet and endeavor in good faith to agree upon the Fair Market Rent. If Landlord and Tenant fail to reach agreement by the date which is six (6) months prior to the commencement of the applicable Option Term, then, within twenty (20) days thereafter, each party, at its own cost and by giving notice to the other party, shall appoint a licensed commercial real estate agent with at least seven (7) years full-time experience as a real estate agent active in leasing of retail projects in the area of the Premises to appraise and set the Fair Market Rent for the Option Term. If a party does not appoint an agent within twenty (20) days after the other party has given notice of the name of its agent, the single agent appointed shall be the sole agent and shall set the Fair Market Rent for the Option Term. If there are two (2) agents appointed by the parties as stated above, the agents shall meet within ten (10) days after the second agent has been appointed and attempt to set Fair Market Rent for the Option Term. If the two (2) agents are unable to agree on such Fair Market Rent within thirty (30) days after the second agent has been appointed, they shall, within twenty (20) days after the last day the two (2) agents were to have set such Fair Market Rent, attempt to select a third agent who shall be a licensed commercial real estate agent meeting the qualifications stated above. If the two (2) agents are unable to agree on the third agent within such twenty (20) day period, either Landlord or Tenant may request the Chairman of the Program Committee for the Northern California Chapter of the International Council of Shopping Centers (ICSC) to select a third agent meeting the qualifications stated in this subsection. Each of the parties shall bear one-half (1/2) of the cost of appointing the third agent and of paying the third agent’s fee. No agent shall be employed by, or otherwise be engaged in business with or affiliated with, Landlord or Tenant, except as an independent contractor.
(b) Within thirty (30) days after the selection of the third agent, a majority of the agents shall set the Fair Market Rent for the Option Term. If a majority of the agents are unable to set such Fair Market Rent within the stipulated period of time, each agent shall make a separate determination of such Fair Market Rent and the three (3) appraisals shall be added together and the total shall be divided by three (3). The resulting quotient shall be the Fair Market Rent for the Premises for the Option Term. However, if the low appraisal is more than ten percent (10%) lower than the middle appraisal, the low appraisal shall be disregarded, and if the high appraisal is more than ten percent (10%) higher than the middle appraisal, the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be Fair Market Rent for the Option Term. If both the lowest appraisal and the highest appraisal are disregarded as stated in this subsection, the middle appraisal shall be the Fair Market Rent for the Option Term.
(c) Each agent shall hear, receive and consider such information as Landlord and Tenant each care to present regarding the determination of Fair Market Rent for the Option Term and each agent shall have access to the information used by each other agent. Upon determination of the Fair Market Rent for the Option Term, the agents shall immediately notify the parties hereto in writing of such determination by certified mail, return receipt requested.
Appears in 1 contract
Sources: Lease (Central Coast Bancorp)
Extension Options. 2.3.1 Subject to and in accordance with the provisions terms and conditions of this Section 2.6.12.3, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) long as no Event of Default shall have has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be continuing on no further right to extend, renew or overhold after the date Borrower delivers expiry of the First Extension Notice or Term beyond the Second 3rd Extension Notice, as applicable, and Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Default Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or Event of Default rent-free period for the Extension Term and Section 2.2 hereof shall have occurred and not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be continuing on accepted by Tenant in “as is” condition at the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as commencement of the Stated Maturity Date or Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the First Maturity Date, Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;follows:
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that all representations and warranties Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Agreement remain trueSection 2.3. If Tenant shall duly exercise an Extension Option, correct the Term shall be extended to include the applicable Extension Term (and complete all references to the Term shall be deemed to refer to the Term specified in all material respects as Item 6 of the commencement Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the applicable essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and (ii) waiving any claims, counterclaims, other options or rights of rescission, set-offs to renew or defenses, known or unknown, against Lender as extend the Term effective after the then applicable expiration date of the commencement Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the applicable right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. If Borrower Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is unable scheduled to satisfy all commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderextension.
Appears in 1 contract
Sources: Lease Agreement (Equinix Inc)
Extension Options. Subject (i) The Borrower may, by written notice to the provisions of this Section 2.6.1Administrative Agent (such notice, Borrower shall have the option (the an “First Extension Option”), by irrevocable written notice (the “First Initial Extension Notice”) delivered to Lender no not earlier than 60 days prior and not later than thirty (30) 30 days prior to the Stated Maturity Initial Revolving Termination Date, elect to extend the Maturity Initial Revolving Termination Date to August 31for an additional twelve (12) months, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction terms of this Section 2.22(b). The Administrative Agent shall distribute any such Extension Notice promptly to the Lenders following its receipt thereof. As conditions precedent to such extension, the Borrowers shall, on or prior to the Initial Revolving Termination Date, satisfy each of the following conditions precedent prior requirements for such extension to the effectiveness of any such extensionbecome effective:
(aA) the Administrative Agent shall have received an Initial Extension Notice within the period required under clause (i) above;
(B) on the date of such Initial Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Termination Date, no Default, Event of Default or Trigger Event shall have occurred and be continuing continuing;
(C) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, an extension fee in an amount equal to 0.25% of the Revolving Commitment of such Lender on the Initial Revolving Termination Date; and
(D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date.
(ii) The Borrower delivers may, from time to time, request that all or a portion of the First Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”), provided that any such extension may only be requested after exercise of an extension pursuant to Section 2.22(b)(i) or after the date such extension may no longer be requested. Prior to entering into any Extension Notice Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the Second items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension NoticeAmendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that, notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent); provided that if any Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, and have consented to such extensions (ii) it being understood that no Default or Event consent of Default any other Lender shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;required in connection with any such extension).
(biv) All amounts due and payable by Borrower and any other Person Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(b)(iv) and notwithstanding anything to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(ii) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. Such Extension Amendment shall provide that each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such extension, before and after giving effect to such extension, as if made on and as of such date. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the Stated Maturity Date or the First Maturity Dateimmediately preceding sentence), as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claimsto the effect that such Extension Amendment, counterclaimsincluding the Extended Commitments provided for therein, rights does not conflict with or violate the terms and provisions of rescission, set-offs or defenses, known or unknown, against Lender Section 10.1 of this Agreement and (iii) covering such other matters as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderAdministrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, may elect to extend the term of the Initial Maturity Date for a term of twelve (12) months up to August 31two (2) times (each, 2022 (the “First Extended Maturity Date”an "Extension Term"). Borrower’s right to so extend the Maturity Date shall be , subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionterms and conditions:
(a) (i) no Event of Default Borrower shall have occurred given Administrative Agent (who shall promptly notify the Lenders) written notice of Borrower's exercise of the Extension Term option, by delivering a Request for Extension Term substantially in the form of Exhibit H no earlier than ninety (90) days, and be continuing on at least thirty (30) days, before the date Borrower delivers the First Extension Notice Initial Maturity Date, or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement no Default or the other Loan Documents Event of Default shall exist as of the Stated date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the First extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the date of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(e) payment of the Extension Fee to Administrative Agent has been made by Borrower on or prior to the Initial Maturity Date or the extended Maturity Date, as applicable. If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and all costs and expenses so long as no Default or Event of LenderDefault exists (as set forth in (ii) above), including fees and expenses of Lender’s counsel, in the term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Loan and/or Borrower, the extension Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate supersede Section 9.11. For the avoidance of doubt, notwithstanding anything to Lender the contrary herein, (i) certifying that all representations and warranties set forth in this Agreement remain truethe first Extension Term may be requested by Borrower and, correct and complete in all material respects as subject to satisfaction of the commencement of terms and conditions herein, shall be granted by the applicable Extension OptionLenders, and (ii) waiving any claimssubsequent Extension Term may be requested by Borrower, counterclaims, rights of rescission, set-offs and such request shall be granted or defenses, known or unknown, against Lender as denied in the sole discretion of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderLenders.
Appears in 1 contract
Sources: Credit Agreement (America First Multifamily Investors, L.P.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower (a) The Borrowers shall have the option (right, exercisable two times, to extend the “First Extension Option”), current Revolving Credit Loan Maturity Date in effect as of the date each such right is exercised by irrevocable written notice (six months. The Borrowers may exercise such right only by executing and delivering to the “First Extension Notice”) delivered to Lender no later Administrative Agent at least 30 days but not more than thirty (30) 90 days prior to the Stated current Revolving Credit Loan Maturity Date, to extend the Maturity Date to August 31, 2022 a written request for such extension (the a “First Extended Maturity DateRevolving Extension Request”). Borrower’s right The Administrative Agent shall notify the Revolving Credit Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to so extend satisfaction of the following conditions, the Revolving Credit Loan Maturity Date shall be subject extended for six months from the then current Revolving Loan Maturity Date effective upon receipt by the Administrative Agent of the Revolving Extension Request and payment of the fee referred to in the following clause (ii): (i) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrowers and any Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, to the satisfaction extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the following conditions precedent date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (ii) the Borrowers shall have paid the Fees payable under §4.1(b). At any time prior to the effectiveness of any such extension:, upon the Administrative Agent’s request, the Borrowers shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y).
(ab) The Borrowers shall have the right, exercisable two times, to extend the Term Maturity Date by one year. The Borrowers may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the Term Maturity Date, a written request for such extension (a “Term Extension Request”). The Administrative Agent shall notify the Term Loan Lenders if it receives a Term Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Date shall be extended for one year from the Term Maturity Date effective upon receipt by the Administrative Agent of the Term Extension Request and payment of the fee referred to in the following clause (ii): (i) no Event of Default shall have occurred immediately prior to such extension and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Noticeimmediately after giving effect thereto, as applicable, and (iix) no Default or Event of Default shall have occurred exist and be continuing on (y) the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth made or deemed made by the Borrowers and any Guarantor in this Agreement remain truethe Loan Documents to which any of them is a party, shall be true and correct and complete in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the commencement date of such extension with the applicable Extension Optionsame force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Borrowers shall have no obligation paid the Fees payable under §4.1(c). At any time prior to extend the Stated Maturity Date hereunder.effectiveness of any such extension, upon the Administrative Agent’s request, the Borrowers shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y)
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Life Storage Lp)
Extension Options. Subject A. Tenant shall have the right to extend the Term of this Lease for two (2) successive additional five (5) year periods, such right of Tenant to be conditioned upon this Lease at the time of election being in full force and effect and Tenant not then being in default under this Lease beyond any applicable notice and cure period, the first such extension period to commence upon the expiration of the original Term of this Lease and the second such extension period to commence upon the expiration of the first extension period, but only if the first right of extension was timely and properly exercised.
B. Tenant’s rights of extension shall be exercised, if at all, by written notice to Landlord given at least twelve (12) months prior to the expiration of the then current term of this Lease. If a notice is given in compliance with the provisions hereof, this Lease shall, thereupon, be extended for the applicable period, subject to the terms of this paragraph, without the need for any further instrument to be executed (but either party shall execute such a confirmatory instrument upon the request of the other); and if no such notice is given, Tenant’s right of extension shall be null and void. All of the terms, conditions and provisions of this Section 2.6.1Lease shall be applicable to any extension of the Term hereof, Borrower as if the termination date of the extension period were the date originally set forth herein for the expiration of the Term, except that (i) the exercised right of extension shall have be of no further force or effect, so that there shall be no further right of extension except, during the option (the “First Extension Option”)first extension term, by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrowerfor Tenant’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Noticefor a second extension term as provided in this Paragraph 40, as applicable, and (ii) no Default or Event of Default the Base Rent during the extension period shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
ninety-five percent (b95%) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or “Fair Market Rent” (as hereinafter defined) and (iii) the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, Base Year shall be the calendar year in connection with the Loan and/or which the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderTerm begins.
Appears in 1 contract
Extension Options. Subject A. Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under the Lease, as amended hereby, beyond any applicable grace period, and provided further that the Lease has not been assigned (except to a Permitted Transferee (as defined in the Lease and Paragraph 16 of this Amendment), Tenant shall have the right to extend the term of the Lease for two additional periods of five (5) years each, each such period to begin immediately upon the expiration of the then current term of the Lease (the “Extended Terms”). All of the terms, covenants and provisions of this Section 2.6.1Lease shall apply to such Extended Terms except that the Annual Fixed Rent Rate for each such Extended Term shall be the market rate at the commencement of such Extended Term, Borrower as designated by Landlord. If Tenant shall elect to exercise either of the aforesaid options, it shall do so by giving Landlord notice in writing of its intention to do so not later than one (1) year prior to the expiration of the then current term of the Lease. If Tenant gives such notice, the extension of the Lease shall be automatically effected without the execution of any additional documents. The Term specified in paragraph 1 hereof and the Extended Terms are hereinafter collectively called the “term”.
B. If the Tenant disagrees with Landlord’s designation of the market rate, and the parties cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than reached a unanimous decision within thirty (30) days prior after their designation, they shall so notify the then President of the Boston Bar Association and request him to the Stated Maturity Dateselect an impartial third arbitrator, who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to extend determine market rate as herein defined. Such third arbitrator and the Maturity Date to August 31, 2022 first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the “First Extended Maturity Date”conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). Borrower’s right If the dispute between the parties as to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have a market rate has not been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of resolved before the commencement of Tenant’s obligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as Lease based upon the then current rate until either the agreement of the commencement parties as to the market rate, or the decision of the applicable Extension Optionarbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. If Borrower is unable In any event, the Annual Fixed Rent Rate for each Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundersuch Extended Term.
Appears in 1 contract
Extension Options. Subject Borrower may elect to extend the provisions term of this Section 2.6.1the Initial Maturity Date for up to two (2) subsequent terms of twelve (12) months each (each, Borrower shall have the option (the an “First Extension OptionTerm”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensionterms and conditions:
(a) (i) no Event of Default Borrower shall have occurred given Administrative Agent (who shall promptly notify the Lenders) written notice of ▇▇▇▇▇▇▇▇’s exercise of the Extension Term option, by delivering a Request for Extension Term substantially in the form of Exhibit H no earlier than ninety (90) days, and be continuing on at least thirty (30) days, before the date Borrower delivers the First Extension Notice Initial Maturity Date, or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement no Default or the other Loan Documents Event of Default shall exist as of the Stated date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the First extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the date of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(e) payment of the Extension Fee to Administrative Agent has been made by Borrower on or prior to the Initial Maturity Date or the extended Maturity Date, as applicable. If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and all costs and expenses so long as no Default or Event of LenderDefault exists (as set forth in (ii) above), including fees and expenses of Lender’s counsel, in the term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Loan and/or Borrower, the extension Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate supersede Section 9.11. For the avoidance of doubt, notwithstanding anything to Lender the contrary herein, (i) certifying that all representations and warranties set forth in this Agreement remain truethe first Extension Term may be requested by ▇▇▇▇▇▇▇▇ and, correct and complete in all material respects as subject to satisfaction of the commencement of terms and conditions herein, shall be granted by the applicable Extension OptionLenders, and (ii) waiving any claimssubsequent Extension Term may be requested by ▇▇▇▇▇▇▇▇, counterclaims, rights of rescission, set-offs and such request shall be granted or defenses, known or unknown, against Lender as denied in the sole discretion of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderLenders.
Appears in 1 contract
Sources: Credit Agreement (Greystone Housing Impact Investors LP)
Extension Options. Subject Provided that, at the time of each such exercise, (i) this Lease is still in full force and effect, (ii) Tenant and/or any Tenant successors, sublessees or assignees for which Landlord’s consent was not required is occupying no less than sixty percent (60%) of the Premises for the conduct of its business, and (iii) no Default of Tenant shall have occurred and be continuing, Tenant shall have the right and option to extend the Term of this Lease for the entire Premises for two (2) extended terms often (10) years each (the “Extension Terms”). Any Extension Term shall commence on the day immediately succeeding the expiration date of the Initial Term or the first Extension Term, as the case may be, and shall end on the day immediately preceding the tenth (10th) anniversary of the first day of such Extension Term. Tenant shall exercise such option to extend by giving written notice to Landlord of its desire to do so not later than twelve (12) months prior to the expiration date of the Initial Term or the first Extension Term, as the case may be. Within ten (10) Business Days after receiving Tenant’s notice of its desire to extend the term of this Lease, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value of the Premises for the applicable Extension Term (to be estimated as of the first day of the applicable Extension Term). The giving of such notice of extension by Tenant shall automatically extend the Term of this Lease for the applicable Extension Term, and no instrument of renewal or extension need be executed. In the event that Tenant fails to give such notice to Landlord, this Lease shall automatically terminate at the end of the Initial Term or the first Extension Term, as applicable, and Tenant shall have no further option to extend the Term of this Lease. Any Extension Term shall be on all the terms and conditions of this Lease, except: (i) during the second Extension Term, the provisions of this Section 2.6.1, Borrower A shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall not be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicableeffective, and (ii) no Default or Event of Default (a) the annual Basic Rent for each Extension Term shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
ninety-five percent (b95%) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or Fair Market Rental Value for the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects Premises as of the commencement of the applicable such Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderTerm.
Appears in 1 contract
Extension Options. Subject (a) Borrower shall have two (2) options (each, an “Extension Option”) to extend the provisions Maturity Date of this Section 2.6.1the Loan for consecutive one (1) year periods (each, an “Extension Period”). In order to exercise the first such extension right, Borrower shall have the option (the “First Extension Option”), by irrevocable deliver to Lender a written notice (the “First Extension Notice”which may be revocable) delivered to Lender of such extension no earlier than ninety (90) days and no later than thirty (30) days prior to before the Stated Maturity Date, to extend the Initial Maturity Date to August 31(provided that if Borrower shall subsequently revoke such notice, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs), and, upon giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Initial Maturity Date as theretofore in effect will be extended to the First Extended Maturity Date. In order to exercise the second such extension right, Borrower shall deliver to Lender a written notice (which may be revocable) of such extension no earlier than ninety (90) days and no later than thirty (30) days before the First Extended Maturity Date (provided that if Borrower shall subsequently revoke such notice, then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs) and, upon the giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Maturity Date as theretofore in effect will be extended to the Second Extended Maturity Date.
(b) The Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions precedent prior to the effectiveness of any such extension:
are satisfied: (a) (iA) no Event of Default shall have occurred be in existence and be continuing either on the date Borrower delivers the First Extension Notice of Borrower’s notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended then current Maturity Date, as applicable;
(bB) All amounts due and payable by Borrower and any other Person pursuant on or prior to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First applicable Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate delivery to Lender (i) certifying that all representations and warranties set forth in this a Replacement Interest Rate Cap Agreement remain true, correct and complete in all material respects as of which Replacement Interest Rate Cap Agreement shall be for a period through the commencement term of the applicable Extension OptionPeriod, shall at all times have a notional amount equal to or greater than the then outstanding principal balance of Loan, shall have a LIBOR strike price equal to the Strike Rate and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as shall otherwise be on substantially similar terms and conditions of the commencement initial Interest Rate Cap Agreement entered into in connection with Loan and Borrower shall provide with respect to such Replacement Interest Rate Cap Agreement an assignment of interest rate cap agreement with respect thereto in the form of the Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the counterparty with respect thereto meeting the requirements of Section 2.2.7(e) hereof (it being agreed such opinion can be delivered within ten (10) days after the first day of the applicable Extension Option. If Borrower is unable Period), each reasonably acceptable to satisfy all of the foregoing conditions within the applicable time frames for eachLender, and (C) Lender shall have no obligation received evidence reasonably satisfaction to extend Lender that (1) Mortgage Borrower has exercised its Mortgage Loan Extension Option and (2) to the Stated Maturity Date hereunderextent that the Mezzanine A Loan is then outstanding, Mezzanine A Borrower has exercised its Mezzanine A Extension Option. In the event that Borrower exercises its second Extension Option in accordance with the terms and conditions set forth herein, the Spread shall be increased, effective as of the first day of the second Extension Period, by one-quarter of one percent (0.25%) as set forth in the definition of “Spread” set forth in Section 1.1 hereof.
Appears in 1 contract
Extension Options. Subject (i) [Reserved].
(ii) The Borrower may, from time to time, request that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”). Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Lender (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical to the Revolving Commitments of the Existing Class from which they are to be extended except that (w) the scheduled final termination date of such Extended Commitments may be delayed to later dates than the scheduled final termination date of such Existing Class, (x) (A) the interest rates, interest margins, rate floors and upfront fees with respect to the Extended Commitment may be different than those for the Existing Commitments and/or (B) additional fees may be payable to the Lender in connection with such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (y) (A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in effect prior to giving effect to such Extension Amendment, and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Lender, acting reasonably, so long as such differences are not material and not adverse to the Lender in connection with such Existing Class; provided, that notwithstanding anything to the contrary in this Section 2.22(b) or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lender relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. The Lender shall not have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(iii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which the Lender under the applicable Existing Class or Existing Classes is requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Lender, in each case acting reasonably, to accomplish the purpose of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.2.22
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Tenant shall have the option to extend the term of this Sublease for up to five (5) consecutive renewal terms (the “First "Extension Option”Terms"). The first four (4) Extension Terms shall consist of five (5) years each and the fifth (5th) consecutive Extension Term shall consist of four (4) years. Tenant may exercise the Extension Options on the following terms and conditions:
(a) Provided that Tenant is not in default of any of the terms, by irrevocable covenants or conditions of this Sublease or of the Fuel Sales Agreement, Tenant may elect, upon written notice given to Landlord on or before the date which is seven (the “First Extension Notice”7) delivered to Lender no later than thirty (30) days months prior to the Stated Maturity Expiration Date, to extend the Maturity Date to August 31, 2022 Term hereof for an additional period of five (5) years (the “"First Extended Maturity Extension Term"), commencing upon the first (lst) day immediately following the Expiration Date”. If Tenant fails to timely elect to extend the Term hereof as provided in this Section 2.2(a). Borrower’s , Tenant conclusively shall be deemed to have waived its right to so extend the Maturity Term hereof for the First Extension Term. After the election by Tenant to extend the Term hereof pursuant to this Section 2.2(a), each reference to the "Term" hereof shall mean the term of this Sublease as it has been extended by the First Extension Term, and each reference to the "Expiration Date" hereof shall mean the day immediately preceding the fifteenth (15th) anniversary date of the Commencement Date (unless the Commencement Date is a day other than the first day of a calendar month, in which event the Expiration Date shall be subject the date fifteen (15) years after the last day of the calendar month following the calendar month in which the Commencement Date occurs), or such earlier date on which this Sublease terminates pursuant to the satisfaction of terms hereof. The precise agreements, terms and conditions hereof shall remain in effect and be applicable throughout the following conditions precedent prior to the effectiveness of any such extension:First Extension Term.
(ab) Provided that Tenant (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers has timely exercised its option to extend this Sublease for the First Extension Notice or the Second Extension Notice, as applicableTerm, and (ii) no Default is not in default of any of the terms, covenants or Event conditions of Default shall have occurred and be continuing this Sublease or of the Fuel Sales Agreement, Tenant may elect, upon written notice given to Landlord on or before the Stated Maturity date which is seven (7) months prior to the Expiration Date and (as extended by the First Extended Maturity DateExtension Term), to extend the Term hereof for an additional period of five (5) years (the "Second Extension Term"), commencing upon the first (1st) day immediately following the Expiration Date (as applicable;
(b) All amounts due and payable extended by Borrower and any other Person the First Extension Term). If Tenant fails to timely exercise its option to extend this Sublease for the First Extension Term, or to timely elect to extend the Term hereof for the Second Extension Term as provided in this Section 2.2(b), Tenant conclusively shall be deemed to have waived its right to extend the Term hereof for the Second Extension Term. After the election by Tenant to extend the Term hereof pursuant to this Agreement or Section 2.2(b), each reference to the other Loan Documents "Term" hereof shall mean the term of this Sublease as it has been extended by the First Extension Term and the Second Extension Term, and each reference to the "Expiration Date" hereof shall mean the day immediately preceding the twentieth (20th) anniversary date of the Stated Maturity Commencement Date or (unless the First Maturity Date, as applicable, and all costs and expenses Commencement Date is a day other than the first day of Lender, including fees and expenses of Lender’s counsela calendar month, in connection with which event the Loan and/or Expiration Date shall be the extension date twenty (20) years after the last day of the calendar month following the calendar month in which the Commencement Date occurs), or such earlier date on which this Sublease terminates pursuant to the terms hereof. The precise agreements, terms and conditions hereof shall have been paid remain in full;effect and be applicable throughout the Second Extension Term.
(c) Borrower shall deliver an Officer’s Certificate to Lender Provided that Tenant (i) certifying that all representations has timely exercised its option to extend this Sublease for the First and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Second Extension OptionTerms, and (ii) waiving is not in default of any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement terms, covenants or conditions of this Sublease or of the applicable Fuel Sales Agreement, Tenant may elect, upon written notice given to Landlord on or before the date which is seven (7) months prior to the Expiration Date (as extended by the First and Second Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for eachTerms), Lender shall have no obligation to extend the Stated Maturity Term hereof for an additional period of five (5) years (the "Third Extension Term"), commencing upon the first (1st) day immediately following the Expiration Date hereunder(as extended by the First and Second Extension Terms). If Tenant fails to timely exercise its option to extend this Sublease for the First or Second Extension Terms, or to timely elect to extend the Term hereof for the Third Extension Term as provided in this Section 2.2(c), Tenant conclusively shall be deemed to have waived its right to extend the Term hereof for the Third Extension Term. After the election by Tenant to extend the Term hereof pursuant to this Section 2.2(c), each reference to the "Term" hereof shall mean the term of this Sublease as it has been extended by the First, Second and Third Extension Terms, and each reference to the "Expiration Date" hereof shall mean the day immediately preceding the twenty-fifth (25th) anniversary date of the Commencement Date (unless the Commencement Date is a day other than the first day of a calendar month, in which event the Expiration Date shall be the date twenty-five (25) years after the last day of the calendar month following the calendar month in which the Commencement Date occurs), or such earlier date on which this Sublease terminates pursuant to the terms hereof. The precise agreements, terms and conditions hereof shall remain in effect and be applicable throughout the Third Extension Term.
(d) Provided that Tenant (i) has timely exercised its option to extend this Sublease for the First, Second and Third Extension Terms, and (ii) is not in default of any of the terms, covenants or conditions of this Sublease or of the Fuel Sales Agreement, Tenant may elect, upon written notice given to Landlord on or before the date which is seven (7) months prior to the Expiration Date (as extended by the First, Second and Third Extension Terms), to extend the Term hereof for an additional period of five (5) years (the "Fourth Extension Term"), commencing upon the first (1st) day immediately following the Expiration Date (as extended by the First, Second and Third Extension Terms). If Tenant fails to timely exercise its option to extend this Sublease for the First, Second or Third Extension Term, or to timely elect to extend the Term hereof for the Fourth Extension Term as provided in this Section 2.02(d), Tenant conclusively shall be deemed to have waived its right to extend the Term hereof for the Fourth Extension Term. After the election by Tenant to extend the Term hereof pursuant to this Section 2.02(d), each reference to the "Term" hereof shall mean the term of this Sublease as it has been extended by the First, Second, Third and Fourth Extension Terms, and each reference to the "Expiration Date" hereof shall mean the day immediately preceding the thirtieth (30th) anniversary date of the Commencement Date (unless the Commencement Date is a day other than the first day of a calendar month, in which event the Expiration Date shall be the date thirty (30) years after the last day of the calendar month following the calendar month in which the Commencement Date occurs), or such earlier date on which this Sublease terminates pursuant to the terms hereof. The precise agreements, terms and conditions hereof shall remain in effect and be applicable throughout the Fourth Extension Term.
(e) Provided that Tenant (i) has timely exercised its option to extend this Sublease for the First, Second, Third and Fourth Extension Terms, and (ii) is not in default of any of the terms, covenants or conditions of this Sublease or of the Fuel Sales Agreement, Tenant may elect, upon written notice given to Landlord on or before the date which is seven (7) months prior to the Expiration Date (as extended by the First, Second, Third and Fourth Extension Terms), to extend the Term hereof for an additional period of four (4) years (the "Fifth Extension Term"), commencing upon the first (1st) day immediately following the Expiration Date (as extended by the First, Second, Third and Fourth Extension Terms). If Tenant fails to timely exercise its option to extend this Sublease for the First, Second, Third or Fourth Extension Term, or to timely elect to extend the Term hereof pursuant to this Section 2.02(e), Tenant conclusively shall be deemed to have waived its right to extend the Term hereof for the Fifth Extension Term. After the election by Tenant to extend the Term hereof pursuant to this Section 2.02(e), each reference to the "Term" hereof shall mean the term of this Sublease as it has been extended by the First, Second, Third, Fourth and Fifth Extension Terms and each reference to the "Expiration Date" hereof shall mean the day immediately preceding the thirtieth (30th) anniversary date of the Commencement Date (unless the Commencement Date is a day other than the first day of a calendar month, in which event the Expiration Date shall be the date thirty-four (34) years after the last day of the calendar month in which the Commencement Date occurs), or such earlier date on which this Sublease terminates pursuant to the terms hereof. The precise agreements, terms and conditions hereof shall remain in effect and be applicable throughout the Fifth Extension Term.
Appears in 1 contract
Extension Options. Subject (a) Landlord hereby grants to Tenant eight (8) consecutive options to renew the provisions of this Section 2.6.1Lease (each, Borrower shall have the option (the an “First Extension Option”) for a period of three (3) years each (any such option period, a “Renewal Term”), by irrevocable . The Lease Term shall be deemed to be automatically extended to the next Renewal Term unless the Tenant gives Landlord written notice (the “First Extension Notice”) delivered to Lender no not later than thirty ninety (3090) days prior to the Stated Maturity Date, end of the then current Lease Term that it elects not to extend the Maturity Date Lease Term; provided, however, that Landlord shall have the right to negate such automatic exercise of an Extension Option in the event that Tenant is in default of the Lease beyond any applicable notice and cure periods, at either the time of giving such notice or at the time of commencement of the applicable Renewal Term, by delivering written notice to Tenant of such negation on or prior to the date of commencement of the applicable Renewal Term. The term “Lease Term” means the Lease Term as defined by the Lease (which, for purposes of clarity, begins August 1, 2020 and ends July 31, 2022 (2023) and, if one or more of the “First Extended Maturity Date”Extension Options are exercised, shall include the related Renewal Term(s). BorrowerSubject to all provisions of this Section, the first of the eight (8) Renewal Terms will begin on August 1, 2023. Tenant’s right to so extend the Maturity Date leasehold estate during a Renewal Term shall be subject to the satisfaction all terms and provisions of the following conditions precedent prior Lease. Any rental payments due from Tenant to Landlord during any Renewal Term shall be the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on same amounts in effect at the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as end of the Stated Maturity Date then expiring initial Lease Term or the First Maturity DateRenewal Term, as applicableincreased by four percent (4%) per annum. For clarity, and all costs and expenses of LenderRent, including fees the Buildings Rent and expenses rental payments for the Expansion Parcels, shall increase, on a cumulative basis, by four percent (4%) upon each commencement date of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundereach Renewal Term.
Appears in 1 contract
Extension Options. Subject If one or more Revolving Lenders do not confirm their execution of the Extension Agreement to which such Extension Notice relates within the aforesaid 30 days (such Revolving Lenders being hereinafter referred to as "Nonextending Lenders"), the Borrower shall be entitled to:
(i) unutilized as of the Term Out Date as the same was determined prior to giving effect to such Extension Request; or
(ii) extend the Term Out Date with respect to the provisions Commitments of the Extending Lenders from the date the Borrower notifies the Agent of the Borrower's exercise of this Section 2.6.1, Borrower shall have entitlement and for the option period (not exceeding 364 days) set forth in the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days Agreement; prior to the Stated Maturity Datefifth Business Day preceding the Term Out Date as the same was determined prior to giving effect to such Extension Report, to extend replace one or more of the Maturity Date to August 31Nonextending Lenders with one or more Eligible Lenders (in respect of whom, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Term Out Date shall be subject the same date as the Term Out Date with respect to the satisfaction Commitments of the following conditions precedent Extending Lenders); and terminate the Commitment(s) of the Nonextending Lender(s), to the extent not so replaced, unutilized as of the Term Out Date as the same was determined prior to the effectiveness of any such extension:Extension Request; or
(aiii) elect to revoke such Extension Request; provided that: (i) no Event if the Borrower does not notify the Agent of Default its election hereunder prior to the fifth Business Day preceding the Term Out Date as the same was determined prior to giving effect to such Extension Request with respect to the Commitments of such Revolving Lenders, the Borrower shall be deemed to have occurred and be continuing on the date Borrower delivers the First elected to revoke such Extension Notice or the Second Extension Notice, as applicable, Request; and (ii) no Default or Event of Default shall have occurred and be continuing on if the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as Commitments of the Stated Maturity Date Nonextending Lenders constitutes 25% or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as more of the commencement of the applicable Extension OptionFacility, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within unutilized Commitments of all Revolving Lenders shall be terminated on the applicable time frames for each, Lender Term Out Date as the same was determined prior to giving effect to such Extension Request and the Term Out Date shall have no obligation to extend the Stated Maturity Date hereundernot be extended.
Appears in 1 contract
Extension Options. Subject (a) Borrower shall have two (2) options (each, an “Extension Option”) to extend the provisions Maturity Date of this Section 2.6.1the Loan for consecutive one (1) year periods (each, an “Extension Period”). In order to exercise the first such extension right, Borrower shall have the option (the “First Extension Option”), by irrevocable deliver to Lender a written notice (the “First Extension Notice”which may be revocable) delivered to Lender of such extension no earlier than ninety (90) days and no later than thirty (30) days prior to before the Stated Maturity Date, to extend the Initial Maturity Date to August 31(provided that if Borrower shall subsequently revoke such notice, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs), and, upon giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Initial Maturity Date as theretofore in effect will be extended to the First Extended Maturity Date. In order to exercise the second such extension right, Borrower shall deliver to Lender a written notice (which may be revocable) of such extension no earlier than ninety (90) days and no later than thirty (30) days before the First Extended Maturity Date (provided that if Borrower shall subsequently revoke such notice, then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs) and, upon the giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Maturity Date as theretofore in effect will be extended to the Second Extended Maturity Date.
(b) The Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions precedent prior to the effectiveness of any such extension:
are satisfied: (a) (iA) no Event of Default shall have occurred be in existence and be continuing either on the date Borrower delivers the First Extension Notice of Borrower’s notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended then current Maturity Date, as applicable;
(bB) All amounts due and payable by Borrower and any other Person pursuant on or prior to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First applicable Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate delivery to Lender (i) certifying that all representations and warranties set forth in this a Replacement Interest Rate Cap Agreement remain true, correct and complete in all material respects as of which Replacement Interest Rate Cap Agreement shall be for a period through the commencement term of the applicable Extension OptionPeriod, shall at all times have a notional amount equal to or greater than the then outstanding principal balance of Loan, shall have a LIBOR strike price equal to the Strike Rate and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as shall otherwise be on substantially similar terms and conditions of the commencement initial Interest Rate Cap Agreement entered into in connection with Loan and Borrower shall provide with respect to such Replacement Interest Rate Cap Agreement an assignment of interest rate cap agreement with respect thereto in the form of the Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the counterparty with respect thereto meeting the requirements of Section 2.2.7(e) hereof (it being agreed such opinion can be delivered within ten (10) days after the first day of the applicable Extension Option. If Borrower is unable Period), each reasonably acceptable to satisfy all of the foregoing conditions within the applicable time frames for eachLender, and (C) Lender shall have no obligation received evidence reasonably satisfaction to extend Lender that (1) Mortgage Borrower has exercised its Mortgage Loan Extension Option and (2) to the Stated Maturity Date hereunderextent that the Mezzanine B Loan is then outstanding, Mezzanine B Borrower has exercised its Mezzanine B Extension Option. In the event that Borrower exercises its second Extension Option in accordance with the terms and conditions set forth herein, the Spread shall be increased, effective as of the first day of the second Extension Period, by one-quarter of one percent (0.25%) as set forth in the definition of “Spread” set forth in Section 1.1 hereof.
Appears in 1 contract
Extension Options. Subject to satisfaction of all of the provisions of preconditions set forth in this Section 2.6.12.10, Borrower shall Borrowers have the option right to extend the term of the Loan for one additional term of twelve (12) months (the “First Extension OptionTerm”), by irrevocable written notice with such Extension Term having a stated maturity date of March 11, 2015 (the “First Extension NoticeExtended Maturity Date”) delivered ). Borrowers shall exercise the right to exercise the extension option under this Section 2.10 by giving Lender no later than notice of such election at least thirty (30) days prior to the Stated Maturity Date, . Upon receipt of any such request by Borrowers to extend the Maturity Date to August 31term of the Loan, 2022 (Lender will notify Borrowers whether or not the “First Extended Maturity Date”). Borrower’s right to term of the Loan will be so extend the Maturity Date extended, which extension shall be subject to the granted upon satisfaction by Borrower of each of the following conditions precedent prior to the effectiveness of any such extensionin Lender’s sole discretion:
(a) (i) no No Event of Default shall have occurred and be continuing on exists as of the date Borrower delivers of Borrowers’ extension option election notice to Lender and as of the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicableand the Borrowers deliver to Lender Officer’s Certificates confirming same;
(b) All amounts due and payable by Borrower and any other Person pursuant On or prior to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, Borrowers obtain an Extension Interest Rate Cap Agreement for the Extension Term with a LIBOR Rate strike price equal to or less than the Strike Rate and collaterally assign such Extension Interest Rate Cap Agreement to Lender pursuant to an assignment of interest rate cap agreement in the same form as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;Interest Rate Cap Assignment.
(c) Borrower Borrowers shall deliver have delivered to Lender on the commencement date of the Extension Term, an Officer’s Certificate certifying that, except as disclosed in writing to Lender (i) certifying that all prior to or concurrently with the delivery of such Officer’s Certificate, each of the representations and warranties set forth of Borrowers contained in this Agreement remain the Loan Documents is true, complete and correct and complete 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 or are no longer true and correct as a result of the passage of time or subsequent events (provided that if the circumstances with respect to any such change in a representation or warranty constitute an independent continuing Event of Default hereunder, then pursuant to Section 2.10(a) hereof Borrowers shall not be entitled to exercise any extension option).
(d) Borrower shall pay to Lender in connection with the exercise of the extension option an extension fee equal to thirty-three hundredths of one percent (0.33%) of the Principal Indebtedness of the Loan as of the first day of the Extension Term (the “Extension Fee”), which Extension Fee shall be delivered on or prior to the first day of the Extension Term.
(e) As of the first day of the Extension Term, the Principal Indebtedness shall not exceed One Hundred Seventy Million Nine Hundred Thousand and No/100 Dollars ($170,900,000.00) (the “Maximum Principal Balance”). Borrower shall have the right to prepay an amount of Principal Indebtedness such that the Principal Indebtedness does not exceed the Maximum Principal Balance (any such payment, an “Extension Principal Payment”).
(f) Immediately prior to the commencement of the applicable Extension OptionTerm, and the Debt Service Coverage Ratio for the Properties shall be not less than 1.35:1.0. For purposes of this Section 2.10, Debt Service Coverage Ratio shall be determined by Lender (i) using Adjusted Net Operating Income (in lieu of Underwritten Net Cash Flow) on a trailing twelve (12) month basis, (ii) waiving deeming any claims, counterclaims, rights Extension Principal Payment as having been paid and (iii) using the Interest Rate in effect at the time of rescission, set-offs or defenses, known or unknown, against Lender such determination (which Interest Rate shall not exceed the Strike Rate plus the Note Spread). If the Properties then remaining subject to the Liens of the Mortgages do not satisfy the foregoing Debt Service Coverage Ratio requirements as of the commencement of the applicable Extension Option. Term, Borrower shall be permitted at its option to prepay the Principal Indebtedness in an amount sufficient such that the foregoing Debt Service Coverage Ratio requirement shall be satisfied.
(g) If Borrower is unable to satisfy all any of the foregoing conditions within the applicable time frames for eachis not satisfied in Lender’s sole discretion, Lender shall have no obligation to extend the Stated term of the Loan. Upon Borrowers’ exercise of its rights under this Section 2.10 and Lender’s extension of the term of the Loan in connection therewith, the defined term “Maturity Date hereunderDate” shall be deemed to be the Extended Maturity Date.”
(j) The first sentence of Section 2.11(d)(i) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
Appears in 1 contract
Extension Options. Subject (a) In addition to Borrower’s rights under Section 2.3(b), Borrower shall, subject to satisfaction of the terms and conditions below, have two (2) successive options to extend the Original Maturity Date to (i) the First Extended Maturity Date, with respect to the provisions of this Section 2.6.1, Borrower shall have the first option (the “First Extension Option”), by irrevocable written notice and (ii) the Second Extended Maturity Date, with respect to the second option (the “Second Extension Option”). An Extension Option shall be granted to Borrower only if all of the following conditions have been simultaneously satisfied as of the commencement date of the Extension Period (unless an earlier date is specified hereinbelow):
(1) Receipt by Lender of a written request of Borrower (in each instance, an “Extension Request”) given to Lender (i) in the case of the First Extension Notice”Option, not less than twenty (20) delivered days prior to the Original Maturity Date but not more than ninety (90) days prior to the Original Maturity Date and (ii) in the case of the Second Extension Option, not less than twenty (20) days prior to the First Extended Maturity Date but not more than ninety (90) days prior to First Extended Maturity Date;
(2) payment to Lender in cash, of the Extension Fee;
(3) no later monetary or material non-monetary Default for which Lender has given notice or no Event of Default shall have occurred and be then existing;
(4) either (x) no Material Adverse Change shall have occurred and be continuing or (y) if a Material Adverse Change exists, Lender has failed to give to Borrower notice of such Material Adverse Change within ten (10) days after receipt of an Extension Request;
(5) Lender shall have received an updated title report from the Title Company showing the Underlying Mortgage, as assigned to Lender pursuant to the Collateral Assignment, as a prior and paramount lien on the Mortgaged Property, that title to the Land is vested in Fee Owner and that no claim for mechanics’ or materialmen’s liens then encumber the Mortgaged Property;
(6) The Loan-to-Value Ratio of the Mortgaged Property (based on an updated or new Appraisal obtained not earlier than thirty (30) days prior to the Stated applicable Maturity Date) does not exceed thirty-five percent (35%);
(7) the Fee Owner has satisfied all conditions to achieve extension of the Underlying Mortgage Loan pursuant to Section 2.6 of the Underlying Loan Agreement, and each such condition (together with any supporting information submitted by Fee Owner in connection therewith) has been reviewed and approved by Lender in its sole but reasonable discretion;
(8) the Underlying Mortgage Loan shall have been extended to the First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(9) Borrower shall be in compliance with Section 3.6 hereof; and
(10) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such extension, including without limitation, underwriting, title and legal fees and costs. Notwithstanding the foregoing or anything to the contrary contained herein, in the event the Mortgaged Property fails to satisfy the conditions set forth in subsection (6) immediately above, Borrower may, at its option, in order to satisfy such subsection, (x) prepay the Loan, (y) deliver to Lender cash or other additional collateral (acceptable to Lender in its sole but reasonable discretion) or (z) deliver a letter of credit (issued by an Eligible Institution and with terms acceptable to Lender in its reasonable discretion), in an amount equal to or greater than the LTV Compliance Amount (as applicable).
(b) Without limiting Borrower’s rights under Section 2.3(a) hereof, in the event there is a Maturity Default, Borrower shall have a one-time option to extend the Maturity Date to August 31by three (3) months (such extension, 2022 (the “First Extended Maturity DateRemedy Extension Period”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension) provided that:
(a1) Lender has received an Extension Request not less than five (i5) Business Days after the applicable Maturity Date;
(2) other than with respect to the Maturity Default, no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice monetary or the Second Extension Notice, as applicable, and (ii) no material non-monetary Default or Event of Default shall have occurred and be continuing then existing;
(3) other than with respect to any Event of Default to repay the Loan on the Stated Maturity Date and Date, no Material Adverse Change shall have occurred;
(4) Borrower shall have entered into an Interest Rate Cap Agreement, or extended the First Extended existing Interest Rate Cap Agreement, for the additional three (3) month period;
(5) Borrower shall be in compliance with Section 3.6 hereof through the Maturity Date, as applicableextended;
(b6) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or shall, within ten (10) Business Days after the other Loan Documents as delivery of the Stated Maturity Date Extension Request required in item (1) above, initiate and thereafter diligently pursue either (x) a sale of the Underlying Mortgage Loan to a confirmed, bona fide third-party purchaser with a sales price sufficient to repay, in full, the Indebtedness (and Borrower must repay, in full, the Indebtedness simultaneously with the closing of such sale), which sale shall be evidenced by an executed letter of intent provided to Lender within thirty (30) days after initiation of the sale of the Underlying Mortgage Loan, (y) foreclosure proceedings against the Mortgaged Property or a secured party sale of the First Maturity DatePledged Collateral, as applicable, which satisfy the terms and conditions of Section 10.6 or (z) a loan restructure with Fee Owner which satisfies the terms and conditions of Section 10.6; and
(7) Borrower shall have paid all reasonable out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, incurred by Lender in connection with such extension, including without limitation, underwriting, title and legal fees and costs. In the Loan event that Borrower so extends any Maturity Date for three (3) months as described in this Section 2.3(b) but has not foreclosed on the Mortgaged Property and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender entered into a loan restructuring and (i) certifying that all representations Borrower has initiated and warranties set forth is diligently pursuing foreclosure proceedings against the Mortgaged Property (as confirmed by Lender in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, its reasonable discretion) and (ii) waiving any claimsBorrower has paid to Lender, counterclaimsin cash, rights a fee equal to the product of rescissionone-quarter of one percent (0.25%) multiplied by the Adjusted Loan Balance, set-offs then the Remedy Extension Period may be extended by and additional period equal to the earlier of (x) six (6) months immediately following the Remedy Extension Period or defenses(y) for so long as Borrower is diligently pursuing foreclosure proceedings against the Mortgaged Property (as confirmed by Lender in its reasonable discretion). For the purposes of clarification, known or unknown, against Lender as in the event that the Remedy Extension Period is granted based on Borrower’s attempted sale of the commencement of Underlying Mortgage Loan in accordance with Section 2.3(b)(6)(x), but such sale has not been completed, Borrower shall not be entitled to the applicable Extension Option. If Borrower is unable additional six (6) months referred to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderin this paragraph.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, (a) Borrower shall have two (2) successive options to extend the Initial Maturity Date of the Loan to (x) the First Extended Maturity Date, with respect to the first option (the period of such extension, the “First Extension OptionTerm”), by irrevocable written notice and (y) the Second Extended Maturity Date, with respect to the second option (the period of such extension, the “First Second Extension NoticeTerm”). In order to exercise each such extension option, Borrower must cause each of the following conditions to be satisfied as determined by Lender in its sole discretion:
(i) Borrower shall have delivered to Lender no later than written notice of its desire to exercise its extension option at least thirty (30) and not more than ninety (90) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:as theretofore in effect;
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and or be continuing continuing, in each case, on either the Stated date of such notice or the Maturity Date and the First Extended Maturity Date, as applicabletheretofore in effect;
(biii) All amounts due Borrower shall have delivered to Lender a true and payable by accurate certification from an authorized agent of Borrower and (which, for the avoidance of doubt, may be combined with any other Person pursuant to this Agreement or certification then being provided by Borrower), stating that (i) each and every requirement contained in the other Collaterally Assigned Loan Documents as required for an extension of the Stated Maturity Date or term of the First Maturity DateCollaterally Assigned Loan has been satisfied and Lender shall have confirmed the satisfaction of each such requirement, and (ii) the applicable Extension Term shall not extend beyond the maturity date of the Collaterally Assigned Loan, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in fullsame may be extended;
(civ) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth of Borrower in this Loan Agreement remain true, are true and correct and complete in all material respects on the date of such notice and on the Maturity Date as theretofore in effect, unless expressly stated to relate to a specific earlier date and except to the extent of changes approved by the Lender in its sole discretion;
(v) Borrower shall have made a deposit with the Reserve Bank in the Reserve Account in the amount as Lender determines is reasonably necessary to pay debt service on the Loan during the First Extension Term or the Second Extension Term, as applicable; and
(vi) Borrower shall have paid to Lender an extension fee equal to the product of (x) one-quarter of one percent (0.25%) and (y) the Adjusted Loan Balance as of the commencement of the applicable First Extension OptionTerm or the Second Extension Term, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderapplicable.
Appears in 1 contract
Sources: Loan and Security Agreement (Franklin BSP Realty Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) Provided: (i) no Event of Default exists nor any condition that, with notice and/or the passage of time, would constitute an Event of Default; (ii) there has not previously been an Event of Default (irrespective of the fact that Tenant cured such default); (iii) this Lease is in full force and effect; (iv) Tenant is the originally named Tenant (other than in the event of a Permitted Transfer); and (v) Tenant or a Permitted Transferee is occupying and paying full Rent on 100% of the Premises for the conduct of Tenant’s business, Tenant shall have occurred the right to extend the Term (“Extension Option”) for up to 2 consecutive terms of 60 months each beyond the end of the Initial Term (each, an “Extension Term”) by delivering Tenant’s written extension election notice (“Extension Notice”) to Landlord no later than the Extension Deadline and be continuing on no earlier than 3 months prior to the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date Borrower delivers that is 12 months prior to the First Extension Notice expiration of the Initial Term or the Second then-current Extension NoticeTerm, as applicable, and (ii) no Default or . If an Event of Default exists at any time after Landlord receives an Extension Notice but before the first day of the applicable Extension Term, then Landlord, at Landlord’s option, shall have occurred the right to nullify Tenant’s exercise of such Extension Option. The terms and conditions of this Lease during each Extension Term shall remain unchanged except Tenant shall only be continuing on entitled to the Stated Maturity Date and 2 Extension Terms provided above, the First Extended Maturity Dateannual Fixed Rent for the applicable Extension Term shall be the Extension Rent (as defined below), as applicable;
(b) All amounts due and but no less than the Fixed Rent payable by Borrower and any other Person pursuant to this Agreement or for the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of year immediately preceding the commencement of the applicable Extension OptionTerm, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as the Expiration Date shall be the last day of the commencement Extension Term (or such earlier date of termination of this Lease pursuant to the applicable terms hereof), and, except to the extent reflected in the Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for eachRent, Lender Landlord shall have no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of the Extension Notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no right to extend the Stated Maturity Date hereunderTerm other than or beyond the 2, 60-month Extension Terms described in this paragraph, and if Tenant fails to exercise any Extension Option for an Extension Term, all subsequent Extension Options for Extension Terms shall be null and void and of no further force and effect.
Appears in 1 contract
Sources: Lease Agreement (Asure Software Inc)
Extension Options. Subject On or prior to each of September 20, 2013 (the third anniversary of the Closing Date) and September 20, 2014 (the fourth anniversary of the Closing Date), the Borrower may, by notice to the provisions of this Section 2.6.1, Borrower Administrative Agent (who shall have promptly notify the option (Lenders) request that the “First Extension Option”), by irrevocable written notice (Administrative Agent and the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to Lenders extend the Maturity date set forth in the definition of Termination Date by one year, and the Administrative Agent and the Lenders may, each in their sole and individual discretion, elect to August 31do so, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) it being understood that (i) no Event of Default extension shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, effective unless all Lenders unanimously agree to extend and (ii) any Lender who has not responded to such extension request within fifteen (15) Domestic Business Days following the date of the Administrative Agent’s notice of such extension request to the Lenders, shall be deemed to have rejected such request. In the event that one extension request is exercised and accepted by all Lenders, this Agreement shall be automatically amended as of September 20, 2013 to provide that the definition of Termination Date would be extended to September 20, 2016. In the event that two extension requests are exercised and accepted by all Lenders, upon effectiveness of the second extension, this Agreement shall be automatically amended as of September 20, 2014 to provide that the definition of Termination Date would be extended to September 20, 2017. Any extension pursuant to this Section 2.15 shall be effective as of the date of the amendment to this Agreement effecting such extension and each such amendment shall be conditioned upon: (x) no Default or Event of Default shall have occurred and be continuing on (y) continued accuracy of the Stated Maturity Date representations and the First Extended Maturity Datewarranties, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents in each case as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses date of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete such amendment in all material respects as of respects. The first extension request shall expire if not made on or prior to September 20, 2013 and shall not take effect prior to September 20, 2013. The second extension request shall expire if not made on or prior to September 20, 2014 and shall not take effect prior to September 20, 2014. There shall be no more than two (2) extension requests, resulting in total extensions no longer than two (2) years, so that the commencement of the applicable Extension OptionTermination Date is no later than September 20, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder2017.
Appears in 1 contract
Extension Options. Subject Borrower may elect to extend the Revolving Loan Maturity Date for a term of twelve (12) months up to two (2) times (each, an Extension Term”), subject to the provisions of this Section 2.6.1, following terms and conditions:
(i) Borrower shall have the option (the “First Extension Option”), by irrevocable given Bank written notice of Borrower’s exercise of the Extension Term option by delivering a Request for Extension Term in a form approved by Bank no earlier than ninety (the “First Extension Notice”90) delivered to Lender no later than days, and at least thirty (30) days prior to days, before the Stated Revolving Loan Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended extended Revolving Loan Maturity Date, as applicable;
(bii) All amounts due and payable by Borrower and any other Person pursuant to this Agreement no Unmatured Event of Default or the other Loan Documents Event of Default shall exist as of the Stated date of the notice required in subsection (i) herein, as of the Revolving Loan Maturity Date Date, or as of the First extended Revolving Loan Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(ciii) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth contained in Article 4 of this Agreement remain true, correct shall be true and complete accurate in all material respects at the Revolving Loan Maturity Date or the extended Revolving Loan Maturity Date, as applicable (except to the extent that any such representation or warranty (A) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (B) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects);
(iv) Borrower shall have delivered to Bank an updated beneficial ownership certification, if there have been any changes in relation to Borrower since the commencement date of delivery of the applicable Extension Optionbeneficial ownership certification previously delivered to Bank; and
(v) payment to Bank of an extension fee of $25,000.00 has been made by Borrower on or prior to the Revolving Loan Maturity Date or the extended Revolving Loan Maturity Date, as applicable. If Bank determines in its reasonable discretion that the conditions to extension have been satisfied, Bank shall so notify Borrower and so long as no Unmatured Event of Default or Event of Default exists (as set forth in (ii) above), the term shall be extended as provided herein without further action by any party. In connection with any extension of the Revolving Loan Maturity Date, Borrower and Bank may make such amendments to this Agreement as Bank determines to be reasonably necessary to evidence the extension.
R. The first sentence of the first paragraph of Section 3.2 of Article 3 of the Agreement is deleted and replaced with the following: The initial Advance and all subsequent Advances under the Revolving Loan shall be subject to the further conditions precedent that: (i) if applicable, Borrower shall have provided confirmation reasonably satisfactory to Bank that the Financed Asset being acquired by the Advance is being deposited in or credited to the Pledged Account simultaneously with Borrower’s acquisition of the Financed Asset (and with confirmation from Securities Intermediary of the deposit or credit of such Financed Asset to the Pledged Account to be provided prior to the end of the Business Day on which the Advance is made), and (ii) waiving any claimsBorrower shall have delivered such additional Collateral Documents, counterclaimsif any, rights as Bank may require with respect to the Financed Asset.
S. Subsection (b) of rescission, set-offs or defenses, known or unknown, against Lender as Section 5.1 of Article 5 of the commencement of Agreement is deleted and replaced with the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.following:
Appears in 1 contract
Sources: Credit Agreement (America First Multifamily Investors, L.P.)
Extension Options. Subject (a) Borrower shall have two (2) options (each, an “Extension Option”) to extend the provisions Maturity Date of this Section 2.6.1the Loan for consecutive one (1) year periods (each, an “Extension Period”). In order to exercise the first such extension right, Borrower shall have the option (the “First Extension Option”), by irrevocable deliver to Lender a written notice (the “First Extension Notice”which may be revocable) delivered to Lender of such extension no earlier than ninety (90) days and no later than thirty (30) days prior to before the Stated Maturity Date, to extend the Initial Maturity Date to August 31(provided that if Borrower shall subsequently revoke such notice, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs), and, upon giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Initial Maturity Date as theretofore in effect will be extended to the First Extended Maturity Date. In order to exercise the second such extension right, Borrower shall deliver to Lender a written notice (which may be revocable) of such extension no earlier than ninety (90) days and no later than thirty (30) days before the First Extended Maturity Date (provided that if Borrower shall subsequently revoke such notice, then Borrower shall be responsible for Lender’s out of pocket costs and expenses in connection with such revocation, including, without limitation, Breakage Costs) and, upon the giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Maturity Date as theretofore in effect will be extended to the Second Extended Maturity Date.
(b) The Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions precedent prior to the effectiveness of any such extension:
are satisfied: (a) (iA) no Event of Default shall have occurred be in existence and be continuing either on the date Borrower delivers the First Extension Notice of Borrower’s notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended then current Maturity Date, as applicable;
(bB) All amounts due and payable by Borrower and any other Person pursuant on or prior to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First applicable Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate delivery to Lender (i) certifying that all representations and warranties set forth in this a Replacement Interest Rate Cap Agreement remain true, correct and complete in all material respects as of which Replacement Interest Rate Cap Agreement shall be for a period through the commencement term of the applicable Extension OptionPeriod, shall at all times have a notional amount equal to or greater than the then outstanding principal balance of Loan, shall have a LIBOR strike price equal to the Strike Rate and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as shall otherwise be on substantially similar terms and conditions of the commencement initial Interest Rate Cap Agreement entered into in connection with Loan and Borrower shall provide with respect to such Replacement Interest Rate Cap Agreement an assignment of interest rate cap agreement with respect thereto in the form of the Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the counterparty with respect thereto meeting the requirements of Section 2.2.7(e) hereof (it being agreed such opinion can be delivered within ten (10) days after the first day of the applicable Extension Option. If Borrower is unable Period), each reasonably acceptable to satisfy all of the foregoing conditions within Lender, and (C) provided that the applicable time frames for eachMezzanine Loan is then outstanding, Lender shall have no obligation received evidence reasonably satisfaction to extend Lender that (1) Mezzanine A Borrower has exercised its Mezzanine A Extension Option and (2) Mezzanine B Borrower has exercised its Mezzanine B Extension Option. In the Stated Maturity Date hereunderevent that Borrower exercises its second Extension Option in accordance with the terms and conditions set forth herein, the Spread for the Loan shall be increased, effective as of the first day of the second Extension Period, by one-quarter of one percent (0.25%) as set forth in the definition of “Spread” set forth in Section 1.1 hereof.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.12.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to August 31November 7, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 7, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender no later than ten (10) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 7, 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Second Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date and Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) All Borrower shall (i) obtain and deliver to Lender on the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement subject to and in accordance with Section 2.2.4(e)) and provided further that if a Replacement Interest Rate Protection Agreement is not then commercially available due to the unavailability or uncertainty in the continuing availability of LIBOR as a reference rate, then Borrower may deliver to Lender a mutually agreeable alternative to a Replacement Interest Rate Protection Agreement that would afford Lender substantially equivalent protection from increases in the Applicable Interest Rate, as reasonably determined by Lender) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the First Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the Loan and/or applicable extension of the extension Term shall have been paid in full;
(ce) Borrower intentionally omitted; and
(f) If the Mortgage Loan and Mezzanine A Loan have not theretofore been repaid in full, Owner and Mezzanine A Borrower, respectively, shall deliver an Officer’s Certificate to Lender have (i) certifying that all representations and warranties set forth in this Agreement remain truetimely exercised the extension option to extend the Mortgage Loan or Mezzanine A Loan, correct and complete in all material respects as of the commencement of the applicable Extension Optionapplicable, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as been entitled pursuant to the terms of the commencement of the applicable Extension OptionMortgage Loan Documents or Mezzanine A Loan Documents, as applicable, to exercise such extension option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderDate.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to Provided that there has been no Event of Default which is uncured and continuing on the provisions part of the Tenant, and that Tenant (or a successor entity resulting from one or more Permitted Transfers, as defined Section 6.8) is, as of the date of exercise of its rights under this Section 2.6.12.6, Borrower in occupancy of at least 55% of the Premises for its own business purposes, the Tenant shall have the option right to extend the Term hereof for two (2) consecutive periods of five (5) years (the first such period being the “First Extension OptionTerm,” the second such period being the “Second Extension Term” and, together with the First Extension Term, the “Full Extension Term”)) on the following terms and conditions:
(a) Such right to extend the Term shall be exercised by the giving of notice by Tenant to Landlord at least nine (9) months prior to the expiration of the Initial Term or First Extension Term, by irrevocable written notice as applicable (the “Extension Notice Deadline Date”). Upon the giving of such notice on or before the Extension Notice Deadline Date, this Lease and the Term hereof shall be extended for an additional term, as specified above, without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the applicable Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 2.6 for more than ten (10) years after the expiration of the Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The First Extension Notice”Term and the Second Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during each such Extension Term shall be the then Fair Market Rent of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) delivered For purposes of the First Extension Term and Second Extension Term described in this Section 2.6, the Fair Market Rent of the Premises shall mean the then current fair market annual rent for leases of other space of a comparable nature and quality similarly improved, so as to Lender no later than provide Landlord, on a net basis, the same as it would receive upon a reletting at fair market value, taking into account all relevant factors including comparable building age, quality, level of finish, proximity to amenities and public transit, the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Fair Market Rent of the Premises within thirty (30) days after the Tenant has exercised an option for an Extension Term. At any time upon request within six (6) months prior to the Stated Maturity Extension Notice Deadline Date, Landlord shall provide its determination of the Fair Market Rent of the Premises, and Tenant shall thereafter within thirty (30) days of receipt thereof have the right to extend the Maturity Date Term at such determination of the Fair Market Rent of the Premises and otherwise in accordance with this Section 2.6. If the Fair Market Rent of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to August 31the Fair Market Rent. The Landlord and the Tenant shall simultaneously exchange such reports; provided, 2022 however, if either party has not obtained such a report within forty-five (45) days after the last day of the thirty (30) day period referred to above in this Section 2.6, and such party fails within an additional fifteen (15) days of notice of such failure, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Fair Market Rent for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Fair Market Rent for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Fair Market Rent for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Fair Market Rent (the “Final Professional’s Valuation”). The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of either of the First Extended Maturity Extension Term or Second Extension Term occurs prior to a final determination of the Fair Market Rent therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rental at the then applicable Fixed Rental Rate(the “Interim Rent”). Borrower’s right If the Annual Fixed Rent as finally determined for such Extension Term is determined to so extend be greater than the Maturity Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date, but if the amount of such overpayment is greater than one (1) monthly installment of Annual Fixed Rent, then such amount shall be subject refunded to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderTenant.
Appears in 1 contract
Extension Options. Subject Tenant shall have two (2) options (the "Extension Options") to extend the term of this Lease for an additional period of five (5) years each on the same terms and conditions provided in this Lease, except that Basic Rent shall be as specified in Section 6 hereof and there shall be only two five (5) year extensions (such option periods being referred to herein as the First Option Term and Second Option Term respectively and collectively as the "Extended Term"). Each Extension Option may be exercised by Tenant by giving written notice to Landlord of Tenant's exercise of such Extension Option at least fifteen (15) months prior to the provisions expiration of the Initial Term or First Option Term, as the case may be; provided, however, that if an uncured material default shall exist hereunder after notice and beyond any applicable grace period at any time from the date of Landlord's receipt of the written notice of Tenant's exercise of an Extension Option to the date the First or Second Option Term, as the case may be, is to begin, Landlord may, at its option and by written notice to Tenant, declare Tenant's exercise of the Extension Option null and void, in which case the First or Second Option Term, as the case may be, shall not begin and this Lease shall expire at the end of the Initial Term or the First Option Term or sooner pursuant to Section 2.6.122, Borrower as the case may be. The Initial Term, the First Option Term, and the Second Option Term are collectively referred to herein as the "Term". The First Option Term and the Second Option Term (subject to the due exercise of the relevant Exercise Option) are each referred to as the "Extended Term". Notwithstanding the foregoing, Tenant shall have the option right to disaffirm its exercise of an Extension Option provided that Tenant notifies Landlord not less than six (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”6) delivered to Lender no later than thirty (30) days months prior to the Stated Maturity Dateend of the Initial Term or the First Option Term, as the case may be, provided that Tenant shall reimburse Landlord for all costs out of pocket and expenses incurred by Landlord related to extend the Maturity Date appraisal process set forth on Exhibit C attached hereto, and provided further that if such notice is not given at least one (1) year prior to August 31the end of the end of the Initial Term or the First Option Term, 2022 (as the “First Extended Maturity Date”). Borrower’s right to so extend case may be, the Maturity Term shall be extended such that the Termination Date shall be subject to the satisfaction last day of the twelfth month following conditions precedent prior to the effectiveness of any month in which such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower notice is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundergiven.
Appears in 1 contract
Sources: Lease Agreement (Cross a T Co)
Extension Options. Subject (a) The Borrower may, at its option, by notice (each an “Extension Notice”) to the provisions of Administrative Agent (who shall promptly notify the Lenders) from time to time, but in no event more frequently than once in any calendar year, request that each Lender extend the Revolving Maturity Date then in effect hereunder (the “Existing Maturity Date”) for an additional one-year period from the Existing Maturity Date; provided that the Revolving Maturity Date may only be extended in accordance with this Section 2.6.12.22 up to a maximum of two times (each, an “Extension”).
(b) Each Lender, acting in its sole and individual discretion, shall, by written notice to the Administrative Agent given not later than the date (the “Notice Date”) specified in the Extension Notice as the deadline for such notice, advise the Administrative Agent whether or not such ▇▇▇▇▇▇ agrees to such extension. Each Lender that determines not to so extend its Revolving Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not respond to the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section promptly following such deadline.
(d) The Borrower shall have the option right to replace the Commitments of any Non-Extending Lenders, and add as “Lenders” under this Agreement in place thereof, one or more existing Lenders and/or Eligible Assignees (the each, an “First Extension OptionAdditional Commitment Lender”), by irrevocable written notice subject to the consent of the Administrative Agent and the Issuing Banks (such consent of the Administrative Agent or the Issuing Banks not to be unreasonably withheld), as provided in Section 2.17 and Section 9.04.
(e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend the Revolving Maturity Date (each, an “First Extension NoticeExtending Lender”) delivered to Lender no later and the additional Commitments of the Additional Commitment Lenders shall be more than thirty (30) days 50% of the aggregate amount of the Commitments in effect immediately prior to the Stated Maturity Extension Date, to extend then, effective as of the applicable Extension Date, the Revolving Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Maturity Date as so extended shall be subject the next preceding Business Day) and such date shall become the Revolving Maturity Date (except as otherwise provided in this Section 2.22 as to Non-Extending Lenders) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided, however, that there shall be no change in the Revolving Maturity Date of any Non-Extending Lender.
(f) As a condition precedent to such extension, (i) the Borrower shall deliver to the satisfaction Administrative Agent a certificate dated as of the following conditions precedent prior Extension Date signed by an Authorized Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, (ii) (x) immediately before and after giving effect to such extension, the effectiveness representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (1) in the case of the representations and warranties qualified as to materiality, in all respects and (2) otherwise, in all material respects, in each case on and as of the Extension Date, except in the case of any such extension:
representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (ay) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Date signed by an Authorized Officer of the Borrower certifying as to the foregoing clause (x) and (z) if applicable, each Subsidiary Loan Party shall deliver a customary reaffirmation of its guarantee, and (iii) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extending Lender, in an amount to be agreed, which fee shall be due and payable upon, and subject to, effectiveness of the Extension. The Commitment of each Non-Extending Lender shall be terminated on the earlier of (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, Existing Maturity Date and (ii) no Default or Event of Default the date such Non-Extending Lender is replaced in accordance with Section 2.17 and this Section 2.22, and at such time the Borrower shall have occurred repay all Loans, interest, fees and be continuing on other amounts owing to such Non-Extending Lender. On the Stated Maturity Date and the First Extended Existing Maturity Date, as applicable;following any such payments referred to in clause (ii) of the previous sentence, participations in outstanding Letters of Credit shall be deemed to be reallocated according to the Commitments of the Lenders (after giving effect to termination of the Commitments of any such Non-Extending Lenders).
(bg) All amounts due In connection with any extension of the Revolving Maturity Date, the Borrower, the Administrative Agent and payable by Borrower and any other Person pursuant each Extending Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the Extension. This Section 2.22 shall supersede any provisions in Section 2.18 or 9.02 to the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereundercontrary.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Borrowers shall have the one (1) option (the “First Extension Option”), by irrevocable written notice ) to extend the term of this Loan Agreement for a period of twelve (12) months (the “First Extension NoticeTerm”) delivered from the Stated Maturity Date to the Extended Maturity Date upon satisfaction of the following terms and conditions:
(a) Borrower provides Lender no with written notice of its election to exercise the Extension Option not later than the date that is thirty (30) days prior to the Stated Maturity Date; provided, however, that if Borrower shall receive notice of the exercise of the extension of the Underlying Loan Maturity Date from the Underlying Borrower (or Servicer, Co-Lender Agent or other Person) less than thirty (30) days prior to the Stated Maturity Date, to extend then Borrower shall deliver notice of its exercise of the Maturity Date to August 31, 2022 Extension Option within two (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject 2) Business Days after its receipt of notice with respect to the satisfaction of the following conditions precedent Underlying Loan (but in no event shall Borrower deliver its notice less than ten (10) Business Days prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable);
(b) All amounts due no (i) monetary or material non-monetary Default or (ii) Event of Default exists at the time such request is made and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of on the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;; and
(c) Underlying Borrower shall deliver have extended the term of the Underlying Loan for the extension term thereof and shall have satisfied all of the conditions to such exercise in accordance with the terms of the Underlying Loan Agreement in all material respects, including without limitation, an Officerextension of the Interest Rate Protection Agreement thereunder. Notwithstanding the foregoing, in the event that, as of the date of Borrower’s Certificate exercise of the Extension Option, Initial Lender or its Affiliate holds a Controlling Interest in the Loan and an Affiliate of Initial Lender is a co-lender or participant with respect to the Underlying Loan under the Co-Lender Agreement or Participation Agreement and such Affiliate agrees in writing to the exercise of the extension term of the Underlying Loan notwithstanding that the conditions under clause (ic) certifying are not satisfied, and provided that all representations and warranties the conditions set forth in this Agreement remain trueclauses (a) and (b) are satisfied, correct and complete in all material respects as then the term of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Loan shall have no obligation to extend the Stated Maturity Date hereunderbe similarly extended.
Appears in 1 contract
Sources: Loan and Security Agreement (TPG RE Finance Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.6.12.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to August 31May 1, 2022 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender no later than ten (10) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extensioneach extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Second Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date and Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) All Borrower shall (i) obtain and deliver to Lender on the first day of the term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the First Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the Loan and/or applicable extension of the extension Term shall have been paid in full;
(ce) with respect to the exercise of the Third Extension Option, each Component Spread or Component Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date;
(f) if the Class A Member shall not have acquired the Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and
(g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall deliver an Officer’s Certificate to Lender have (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of timely exercised the commencement of extension option to extend the applicable Extension OptionMezzanine Loan, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of been entitled pursuant to the commencement terms of the applicable Extension OptionMezzanine Loan Documents to exercise such extension option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderDate.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Tenant shall have the option to extend the Term of this Lease for three (the “First Extension Option”), 3) additional periods of sixty (60) months each as set forth in Article 1 of this Lease (each such period being referred to herein as an "Option Term") only by irrevocable giving Landlord written notice by the later to occur of (the “First Extension Notice”A) delivered to Lender no later than thirty fifteen (3015) days following Tenant's receipt of written notice from Landlord reminding Tenant of the expiration date for Tenant's , ~ exercise of such option (which notice from Landlord shall not be delivered earlier than fifteen (15) months prior to the Stated Maturity Dateexpiration of the then applicable Term), or (B) at least one (1) year before the expiration of the then applicable Term. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable to the Option Terms, including, without limitation, adjustment of the Minimum Annual Rent on each anniversary of the Commencement Date occurring during each Option Term. Time is of the essence with respect to Tenant's exercise of the options to extend the Maturity Date Term of this Lease provided herein. The option to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date Term pursuant hereto by the Option Terms shall not be personal to the original Tenant signatory to this Lease and shall be subject to exercisable by or for the satisfaction of the following conditions precedent prior to the effectiveness benefit of any such extension:
assignee or subtenant of Tenant (a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Noticeincluding, as applicablewithout limitation, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, an assignee in connection with a "Permitted Transfer" pursuant to Section 13.4 below); provided, however, that in the Loan and/or event of Tenant's exercise of an option to extend pursuant hereto following any assignment of this Lease (other than to an assignee in connection with a Permitted Transfer pursuant to Section 13.4 below) or while any sublease remains in effect with respect to the extension Premises, Minimum Annual Rent shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects be increased as of the commencement of the applicable Extension OptionOption Term to equal the greater of (1) the amount which would otherwise then be due based upon the adjustment provided for in Section 6.1 below, and or (ii2) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender the "Fair Market Rent" (as hereinafter defined) for the Premises as of the commencement of such Option Term, and Minimum Annual Rent as so adjusted upon the applicable Extension Option. If Borrower is unable to satisfy all commencement of such Option Term shall be further adjusted on each anniversary of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Commencement Date hereunder.occurring during such Option Term in accordance with Section 6.1
Appears in 1 contract
Sources: Lease (Central Coast Bancorp)
Extension Options. Subject to the provisions of this Section 2.6.1, Borrower Borrowers shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, right to extend the Maturity Date from the Initial Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s Date (the "First Extension Option") and, provided Borrower has validly exercised the First Extension Option, Borrowers shall have the right to so extend the Maturity Date shall be from the First Extended Maturity Date to the Second Extended Maturity Date (the "Second Extension Option"), in each case subject to the Borrowers’ satisfaction of the following conditions precedent prior to the effectiveness of any such extensionconditions:
(a) Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not earlier than ninety (i90) no Event of Default shall have occurred and be continuing on days, nor later than forty-five (45) days, prior to (x) the date Borrower delivers Initial Maturity Date, with respect to the First Extension Notice Option, or the Second Extension Notice, as applicable, and (iiy) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicablewith respect to the Second Extension Option;
(b) All amounts due As of the date of such notice, and payable by Borrower and any other Person pursuant as of (x) the Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option, there shall exist no Default or Potential Default (provided that Borrowers shall have an opportunity to cure such Potential Default prior to such Maturity Date to the extent of applicable cure periods under this Agreement or the other applicable Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in fullDocument);
(c) Borrower At Administrative Agent’s request, Borrowers shall deliver an Officer’s Certificate have caused to Lender be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies (ibut only to the extent available) certifying which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension;
(d) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that all representations which existed on the Effective Date (or with respect to a Property that became a Property hereunder after the Effective Date, from the condition of such Property on the date on which it first became a Property hereunder) which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect;
(e) The Loan-to-Value Percentage based upon new (or recently obtained) Appraisals obtained by Administrative Agent at Borrowers’ sole cost and warranties set forth in this Agreement remain trueexpense and with valuation dates within sixty (60) days of (x) the Initial Maturity Date, correct with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option, shall not exceed the Maximum Applicable Loan-to-Value Percentage;
(f) Borrowers shall have provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and complete in all material respects a current historical operating statement for each Property) that the Net Operating Income from the Properties is sufficient to yield a Loan Constant which is not less than the Minimum Applicable Loan Constant as of (x) the commencement Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option;
(g) The Net Operating Income from the Properties shall be sufficient to yield a Debt Service Coverage Ratio of not less than the Minimum DSCR as of (x) the Initial Maturity Date, with respect to the First Extension Option, or (y) the First Extended Maturity Date, with respect to the Second Extension Option; and
(h) Borrowers shall pay to Administrative Agent a non-refundable extension fee in an amount equal to two tenths of one percent (0.20%) of the applicable then-current Aggregate Loan Commitment on or before (x) the Initial Maturity Date, with respect to the First Extension Option, and (iiy) waiving any claimsthe First Extended Maturity Date, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of with respect to the commencement of the applicable Second Extension Option. If Borrower is unable Notwithstanding the foregoing, with respect to satisfy all the exercise of both the foregoing conditions within First Extension Option and the applicable time frames for eachSecond Extension Option, Lender Borrowers shall have no obligation the right to extend repay principal outstanding under the Stated Maturity Date hereunderLoan in such amount as may be required to reduce the Aggregate Loan Commitment, after giving effect to the required reduction, to an amount such that Borrowers are in compliance with subsections (e), (f) and (g) above.
Appears in 1 contract
Sources: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)