Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 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 each extension hereunder: (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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full; (e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Date.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the 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 (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended for the full one-year period contemplated above;
(b) ii. Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, extended one or more Replacement Interest Rate Cap Protection 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, Counterparty which Replacement Interest Rate Cap Protection Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement Protection Agreements and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each Mezzanine iv. Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Note ▇-▇, ▇▇▇▇ ▇-▇ and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension option; and each Mezzanine LoanBorrower shall have timely exercised the extension options to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Dateoptions.
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Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Fourth Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Fourth Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Fourth Mezzanine LoanNote A-1-b, the Fourth Mezzanine Note A-2-a, and (ii) the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Senior Mezzanine 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 Maturity Dateoptions.
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Extension Options. Subject to 41.01 Provided that, at the provisions time of this Section 2.7, Borrower shall have delivery of the option applicable Extension Notice (as hereinafter defined) and on the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Expiration Date to May 1, 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 and/or the First Extended Maturity Term Expiration 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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) this lease shall be in full force and effect and without default (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 after the expiration of any applicable notice and cure periodsperiod) by Borrower pursuant to this Agreement or the other Loan Documents as of any of the Initial Stated Maturity obligations required to be observed or performed by Tenant hereunder, Tenant shall have the option (hereinafter referred to as the “Extension Option”) to extend the term of this lease for two successive terms of five (5) years each (hereinafter each referred to as the “Extended Term”) the first Extended Term to commence on the day (hereinafter referred to as the “First Extended Term Commencement Date, ”) next succeeding the Expiration Date and to expire on the fifth (5th) anniversary of the Expiration Date (hereinafter referred to as the “Fist Extended Term Expiration Date”) and the second Extended Term to commence on the day (hereinafter referred to as the “Second Extended Term Commencement Date”) next succeeding the First Extended Maturity Term Expiration Date and to expire on the fifth (5th) anniversary of the First Extended Term Expiration Date (hereinafter referred to as the “Second Extended Term Expiration Date”). Tenant shall exercise the respective Extension Option by sending a written notice thereof (herein referred to as the “Extension Notice”) to Landlord on or before the day that shall be no earlier than 30 months prior to the Expiration Date or the Second First Extended Maturity Term Expiration Date, as applicable, and no later than 12 months preceding the Expiration Date or First Extended Term Expiration Date, as applicable. If Tenant shall send the Extension Notice within the time and in the manner hereinbefore provided, this lease shall be deemed extended for the applicable Extended Term upon the terms, covenants and conditions hereinafter contained. If Tenant shall fail to send the Extension Option, this lease shall cease and terminate on the Expiration Date or First Extended Term Expiration Date, as applicable, and Tenant shall have no further option to extend the term of this lease.
41.02 The Extended Term, if any, shall be on and subject to, all out-of-pocket costs of the terms, covenants and expenses conditions provided in this lease for the initial term hereof, except that the annual fixed rent payable by Tenant for the Demised Premises for the first year of Lenderthe applicable Extended Term shall be the greater of (i) 95% of the fair market rental value of the Demised Premises as of the date being six (6) months immediately preceding the applicable Extended Term and (ii) 103% of the fixed rent payable in the final year of the initial term or first Extended Term, including reasonable as applicable. Commencing six months prior to the Expiration Date or First Extended Term Expiration Date, as applicable, Landlord and Tenant shall use their best efforts to agree upon the fair market rental value of the Demised Premises. In the event Landlord and Tenant cannot reach agreement within thirty (30) days, Landlord and Tenant shall confer and appoint a reputable, qualified, licensed real estate broker having an office in the county in which the Building is located and is familiar with the rentals then being charged in comparable buildings (the “Independent Broker”). Upon the failure of Landlord and Tenant to agree upon the designation of the Independent Broker, then upon ten (10) days’ notice, either party may apply to the offices of the American Arbitration Association located in the city in which the Building is located to appoint the Independent Broker by expedited arbitration. Concurrently with such appointment, Landlord and Tenant shall each submit a letter to the Independent Broker, with a copy to the other, setting forth their respective estimates of the fair market rental value of the Demised Premises, taking into consideration the duration of the applicable Extended Term and all other terms and conditions of this Lease which are applicable to the Extended Term (respectively, “Landlord’s Letter” and “Tenant’s Letter”). The Independent Broker shall use his best efforts to determine the fair market rental value of the Demised Premises during the applicable Extended Term and shall choose the fair market rental value set forth in either Landlord’s Letter or Tenant’s Letter to be the fair market value for the purposes of determining the fixed rent during the applicable Extended Term. The fees and expenses of Lender’s outside counsel, the Independent Broker and all costs incurred in connection with the applicable extension appointment of the Independent Broker shall be shared equally by Landlord and Tenant. Once the fixed rent for the first year of the applicable Extended Term has been established, the fixed rent shall have been paid in full;be increased on each of the 1st, 2nd, 3rd, and 4th anniversaries of the commencement of the applicable Extended Term to be 103% of the fixed rent for the prior year.
(ea) If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article 41, the term of this lease is extended for the applicable Extended Term, then the “Expiration Date”, as such term is used in this lease, shall mean the “First Extended Term Expiration Date” and Second Extended Term Expiration Date, as applicable, and the “term of this lease” (and comparable words), shall mean the initial term of this lease, as extended by the applicable Extended Term.
(b) Time is of the essence as to the Tenant 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 notice 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 other provisions set forth in this Article. Tenant’s notice to Landlord shall be irrevocable, and, in the Holdco LLC Agreementevent of such notice, Tenant shall be liable for the Class A Member shall have been redeemed in full in accordance with fixed rent, during the terms applicable Extended Term. Notwithstanding anything to the contrary contained herein, if at any time this lease is terminated prior to the expiration of the Holdco LLC Agreement; and
(g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised initial term hereof, then, without the extension requirement of any notice, Tenant’s option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Loan Documents to exercise such extension option. If Borrower term as set forth herein is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Datelikewise terminated.
Appears in 1 contract
Sources: Lease (American Realty Capital New York Recovery Reit Inc)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 9, 2020 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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 9, 2021 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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 9, 2022 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 each extension hereunder:
(i) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on 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 as of the first day of the applicable Extended TermBalance, 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 occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6, 2.6 and (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 deliver 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 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 outside counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) with respect on the Second Extended Maturity Date and the Third Extended Maturity Date, Borrower shall pay to Agent the exercise of 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 Option, each Component Spread or Component Prime Rate SpreadNotice, as applicable, shall be increased by 0.25% commencing and on the day immediately following Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date;
(f) , respectively, a Debt Yield of no less than 5.3%; provided, however, if the Class A Member Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage Borrower) 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 Holdcobe permitted to prepay, LLCon a pro rata basis, dated as a portion of the date hereof Loan (subject to and in accordance with Section 2.4.2) and Mortgage Borrower shall make a pro rata payment of the “Holdco LLC Agreement”)) pursuant Mortgage Loan (subject to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full and in accordance with the terms provisions of the Holdco LLC Mortgage Loan Agreement; and) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
(g) Each Mezzanine Mortgage Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mezzanine Mortgage Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage Loan Documents to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower is are 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 DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Second Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Second Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Second Mezzanine LoanNote A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents, the Senior Loan Documents and the Junior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1March 9, 2020 2018 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1March 9, 2021 2019 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1March 9, 2022 2020 (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 applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 aggregate Component Outstanding Principal Balance as Balances of the first day of the applicable Extended TermFloating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, and the Second Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;.
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Sources: Loan Agreement
Extension Options. Subject to the provisions of this Section 2.75, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the 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 (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended for the full one-year period contemplated above;
(b) ii. Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, extended one or more Replacement Interest Rate Cap Protection 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, Counterparty which Replacement Interest Rate Cap Protection Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement Protection Agreements and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each Mezzanine iv. Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Note ▇-▇, ▇▇▇▇ ▇-▇ and Note B-1 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine LoanBorrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Fourth Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Fourth Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Fourth Mezzanine LoanNote A-1-a, the Fourth Mezzanine Note A-1-b, and (ii) the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Senior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Second Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Second Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Second Mezzanine LoanNote A-1 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents, the Senior Loan Documents and the Junior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section 2.7the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1July 9, 2020 2021 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1July 9, 2021 2022 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1July 9, 2022 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall Notice”) delivered to Lender (which notice may be revocable at any time and for any reason by Borrower revoked) no later than thirty (30) days 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 to extend the Third Extended Maturity Date to July 9, 2024 (the “Fourth Extended Maturity Date”). In the event Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation have exercised the Fourth Extension Option, Borrower shall have the option (excluding breakage coststhe “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to July 9, 2025 (the “Fifth 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 each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;.
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Extension Options. Subject The Port hereby grants Tenant two (2) successive options to extend the Term of this Agreement (herein referred to individually as an “Extension Option”) for an additional period of ten (10) years for each option (herein referred to individually as “Extension Term”) except that no additional Extension Options shall apply following the second Extension Term and Rent during any such Extension Terms shall be determined and adjusted pursuant to Section 4.2. Except for the Allowed Variances and special provisions provided for in Section 25.3 to cure deficiencies arising out of the Allowed Variances (collectively referred to as “Special Provisions Variance”) the Extension Terms shall be on the same terms, covenants and conditions as the initial term of this Agreement. The Special Provisions Variance will apply only so long as the GSA Sublease (as hereinafter defined) remains in effect. Written notices of Tenant's exercise of the Extension Option for each Extension Term must be given to the provisions Port no less than six (6) months prior to the expiration of this Section 2.7, Borrower shall have the option then-current Term (the “First Extension OptionNotice Date”). Tenant shall have no right to exercise its right to extend the Term of this Agreement at such time as an Event of Default is outstanding beyond the applicable notice and cure period; provided, by written notice that, if the Port declares an Event of Default within thirty (the “First Extension Notice”) delivered to Lender no later than ten (1030) days prior to the Initial Stated Maturity Extension Notice Date, then the period of time within which said option may be exercised shall be extended as reasonably necessary for Tenant to extend cure the Maturity Date to May 1, 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”)Event of Default. In the event Borrower that Tenant fails to exercise an Extension Option within the time period stated above, Port will give written notice to the Leasehold Mortgagee and Leasehold Mortgagee shall have exercised the First Extension Option, Borrower shall have the option thirty (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (1030) days prior from receipt of the notice to exercise the First Extended Maturity Date, to extend Extension Option in the First Extended Maturity Date to May 1, 2021 (place and stead of the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”)Tenant. In the event Borrower that both Tenant and Leasehold Mortgagee fail to exercise an Extension Option in the time periods contemplated above, the Term of this Agreement shall expire upon the expiration of the then-current Term, and Tenant 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, further right to extend the Second Extended Maturity Date to May 1, 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”)Term hereof. The First Extension Notice shall Options herein granted to Tenant may not be revocable at separated from this Agreement in any time and for any reason manner, by Borrower prior to reservation or otherwise; however, Permitted Subleases may provide that notice of exercise of a materially co- terminus (e.g., not more than one (1) month shorter) corresponding extension option by the Initial Stated Maturity Date, subtenant of the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to entirety of the then First Extended Maturity Date Premises is binding upon both Tenant 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 Port under this 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Date.
Appears in 1 contract
Sources: Ground Lease Agreement
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section 2.7the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1January 9, 2020 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1January 9, 2021 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1January 9, 2022 2024 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall Notice”) delivered to Lender (which notice may be revocable at any time and for any reason by Borrower revoked) no later than thirty (30) days 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 to extend the Third Extended Maturity Date to January 9, 2025 (the “Fourth Extended Maturity Date”). In the event Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation have exercised the Fourth Extension Option, Borrower shall have the option (excluding breakage coststhe “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to January 9, 2026 (the “Fifth 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 each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;.
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten fifteen (1015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1March 11, 2020 2018 (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 fifteen (1015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1March 11, 2021 2019 (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 fifteen (1015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1March 11, 2022 2020 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall be revocable at any time and for any reason by Borrower Notice”) delivered to Lender no later than fifteen (15) days 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 to extend the Third Extended Maturity Date to March 11, 2021 (the “Fourth Extended Maturity Date”). Any Extension Notice may be revoked by Borrower at any time, and Borrower shall pay Lender’s actual reimburse Lender for any reasonable out-of-pocket expenses costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in connection conjunction with such revocation (excluding breakage costs)preparing for the applicable extension. Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each 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, the Third Extension Notice or the Third Fourth Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or Date, the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable;
(b) 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 TermBalance, 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, 2.6 and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;; and
(d) all 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, the Second Extended Maturity Date or the Second Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option. Neither Lender, each Component Spread or Component Prime Rate Spread, as applicablenor any other Person, shall be increased by 0.25% commencing on have 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 right 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 have (i) timely exercised the charge an extension option fee to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Loan Documents to exercise such extension optionBorrower. 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 DateDate hereunder.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Extension Options. Subject to the provisions of this Section 2.72.9, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender Agent no later earlier than ten one hundred twenty (10120) days prior to to, nor later than thirty (30) days prior to, the Initial Stated Maturity Date, to extend the Maturity Date to May 1March 7, 2020 (the “First Extended Maturity Date”, ). The period of the Loan from the initial Stated Maturity Date through and such extended term, including the First Extended Maturity Date shall be referred to as the “First Extended Extension Term”). In If the event Borrower Maturity Date shall have exercised been timely and properly extended to the First Extension OptionExtended Maturity Date, then Borrower shall have the option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender Agent no later earlier than ten one hundred twenty (10120) days prior to to, nor later than thirty (30) days prior to, the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1March 7, 2021 (the “Second Extended Maturity Date”, ). If the Maturity Date shall have been timely and such properly extended term, to the “Second Extended Term”). In the event Borrower shall have exercised each of the First Extension Option and the Second Extension OptionMaturity Date, then Borrower shall have the option (the “Third Extension Option”), by written notice (the “Third Extension Notice”) delivered to Lender Agent no later earlier than ten one hundred twenty (10120) days prior to to, nor later than thirty (30) days prior to, the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1March 7, 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). The First An Extension Notice shall may be revocable at any time and for any reason revoked by Borrower written notice of revocation to Agent on or prior to two (2) Business Days 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 applicable Maturity Date and (not taking into account 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 requested extension); provided that Borrowers shall pay LenderAgent upon demand for all of Agent’s actual out-of-pocket out‑of‑pocket costs and expenses (including reasonable fees and disbursements of Agent’s counsel) actually incurred in connection with such revocation (excluding breakage costs)anticipated extension. Borrower’s right to so extend the Maturity Date to the First Extended Maturity Date, the Second Extended Maturity Date and the Third Extended Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(ia) no Event of Default or Mezzanine Loan Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default, Event of Default, Mezzanine Loan Default or Mezzanine Loan Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on 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, Counterparty in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended TermLoan, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable 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 occurs, (B) have a LIBOR strike price equal to the greater of (x) a strike price such that the Debt Service Coverage Ratio at such rate is not less than 1.20 to 1.00 and (By) the Strike Price and (C) otherwise on same terms set forth USActive 36631986.12 -72- in Section 2.62.8, and (ii) execute and deliver an Acknowledgement Acknowledgment 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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and a Replacement Assignment of Rate Cap with respect thereto;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower to Agent and/or Lender pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and/or Lender, including reasonable out-of-pocket fees and expenses of Agent’s and/or Lender’s outside counselcounsel (which Agent and/or Lender (as applicable) shall provide Borrower notice and an accounting of), in connection with the Loan and/or the applicable extension of the Term term shall have been paid in full;
(e) together with respect to the exercise of First Extension Notice, the Second Extension Notice or the Third Extension Option, each Component Spread or Component Prime Rate SpreadNotice, as applicable, Borrower shall be increased by 0.25% commencing on pay to Agent, for the day immediately following ratable benefit of Lender, the Second Extended Maturity Dateapplicable Extension Fee;
(f) if Borrower shall have concurrently extended the Class A Member shall not have acquired the Class B Member’s Interest (“Maturity Date” 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 terms and provisions of the Holdco LLC Agreement, the Class A Member Senior Loan Agreement and Mezzanine Borrower shall have been redeemed concurrently extended the “Maturity Date” as defined in full in accordance with and pursuant to the terms and provisions of the Holdco LLC Mezzanine Loan Agreement; and.
(g) Each With respect to the Third Extension Option only, the Debt Yield shall be not less than eight percent (8.00%); provided, however, that subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower shall have the right to (i) prepay the Loan in part to satisfy such Debt Yield test (taking into account the prepayment made pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement) so long as Mezzanine Borrower whose has also made a pro rata payment of the Mezzanine Loan pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement, it being agreed that, notwithstanding anything herein to the contrary, any such prepayment of the Loan pursuant to this clause (g) shall be without payment of the Prepayment Premium or any other prepayment or spread maintenance premium, fee or penalty or (ii) deliver to Agent an Acceptable Letter of Credit, along with such other documents and instruments reasonably acceptable to Agent to grant Agent for the ratable benefit of Lender a first priority security interest in such letter of credit to secure Borrower’s obligations to repay the Debt to Lender hereunder (so long as (A) Senior Mezzanine Borrower has also delivered to Senior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Senior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Senior Mezzanine Agent to grant Senior Mezzanine Agent for the ratable benefit of Senior Mezzanine Lender a first priority security interest in such letter of credit to secure Senior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Senior Mezzanine Loan Agreement) to Senior Mezzanine Lender under the Senior Mezzanine Loan Documents and (B) Junior Mezzanine Borrower has also delivered to Junior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Junior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Junior Mezzanine Agent to grant Junior Mezzanine Agent for the ratable USActive 36631986.12 -73- benefit of Junior Mezzanine Lender a first priority security interest in such letter of credit to secure Junior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Junior Mezzanine Loan Agreement) to Junior Mezzanine Lender under the Junior Mezzanine Loan Documents), on a pro rata basis, in an amount that, when applied to the Aggregate Outstanding Principal Balance and the Mezzanine Loan Outstanding Principal Balance (including the corresponding prepayment made to the Mezzanine Loan in satisfaction of the “DY Cash Trap Cure Conditions” thereunder), would be sufficient to satisfy the then applicable Debt Yield Requirement and delivered together with the payment of Agent’s costs and expenses in connection therewith. For the avoidance of doubt, and Acceptable Letter of Credit so delivered would not theretofore be returned to Borrower until such time as the Debt has been repaid in full shall have full.
(ih) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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, Agent and Lender shall have no obligation to extend the Maturity DateDate hereunder.
Appears in 1 contract
Sources: Building Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Extension Options. Subject to the provisions of this Section 2.7, . Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2020 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 ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2021 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 ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2022 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 each 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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, each Component Spread or Component Prime Rate Spread, as applicable, Borrower shall be increased by 0.25% commencing pay to Lender the Extension Fee on the day immediately following the Second Extended Maturity Date;
(f) if (i) the Class A Member 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 not have acquired be no less than 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 applicable Minimum Extension Debt Yield as of the date hereof first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, and (ii) after the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC AgreementApproved Mezzanine Closing Date, the Class A Member shall have been redeemed in full in accordance with Aggregate Debt Yield (based on unaudited financial statements from the terms trailing twelve-month period ending the last day of February of the Holdco LLC Agreementapplicable calendar year) shall be no less than the applicable Minimum Aggregate Debt Yield as of the 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 Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
(g) Each of Owner and Approved Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mortgage Loan and the Approved Mezzanine Loan, Loan and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents and Approved Mezzanine Loan Documents Documents, as applicable, to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2020 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 May 1, 2021 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 May 1, 2022 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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)) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) the Spread (or the Base Rate Spread or the Substitute Rate Spread, as applicable) shall be increased upon the commencement of the Third Extended Term pursuant to, and in accordance with, the applicable definition herein;
(f) with respect to the exercise of Second Extension Option and the Third Extension Option, each Component Spread the Debt Yield for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the Second Extended Term or Component Prime Rate SpreadThird Extended Term, as applicable, is to commence shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date;
equal or exceed eleven and one-half percent (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 Agreement11.5)%; and
(g) Each Mezzanine Borrower whose Borrower, to the extent the Mezzanine Loan has not theretofore been repaid in full full, 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 Mezzanine 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 Maturity Date.
Appears in 1 contract
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 2.7, Borrower shall have the option 2.3 (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower shall have exercised Provided that Lessee exercises the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Borrower Lessee shall have the option 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”), 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 Provided that Lessee exercises the Second Extension Option, Borrower and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the option 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”), by written notice . 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 Option, Second Extension Option and 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 termOption, the “Third Extended TermExtension Options”). The First .
(b) In order to exercise any Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity DateOption, 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 each extension hereundermust be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – 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.] [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 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 the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event that Lessor receives notice of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on the first day Lessee’s exercise of the term of the Loan as extended, one Extension Option 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 Scheduled Expiry Date (prior to as determined without giving effect to Lessee’s exercise of 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 If Lessee elects to be delivered exercise an Extension Option then, with respect to effect from 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Scheduled Expiry Date, the First Extended Maturity Date or the Second Extended Maturity Date, Lease shall be automatically amended 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 applicable extension of the Term shall have been paid in full;follows:
(ei) with respect to the exercise 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 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) 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, each Component Spread or Component Prime Rate Spread, as applicable, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be increased deemed replaced by 0.25% commencing on the day immediately following words “two hundred nineteen (219) months after the Second Extended Maturity Rent Commencement Date;
” (fprovided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) if months after the Class A Member Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall not have acquired be deemed replaced by the Class B Member’s Interest words “two hundred twenty two (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of 222) months after the date hereof (the “Holdco LLC AgreementRent Commencement Date”)) 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
(giv) Each Mezzanine Borrower whose Mezzanine Loan has in the event Lessee does not theretofore been repaid exercise any of the 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 Lease shall remain in full shall have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, force and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Dateeffect.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option, each Component the Spread or Component the 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 If the Mortgage Loan has not theretofore been repaid in full full, Owner shall have (i) timely exercised the extension option to extend the applicable Mezzanine Mortgage Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower Borrowers shall have the one-time option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no later earlier than ten ninety (1090) days prior to the Initial Stated Maturity Date and no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to May 1August 11, 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Borrower Borrowers shall have duly exercised the First Extension Option, Borrower Borrowers shall have the one-time option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Lender Agent no earlier than ninety (90) days prior to the Stated Maturity Date and no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1August 11, 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 Borrowers’ right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:hereunder (and each such condition shall be satisfied in connection with the exercise of each Extension Option unless such condition is otherwise expressly specified to apply solely to the First Extension Option or the Second Extension Option):
(a) (i) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing on the date Borrower delivers Borrowers deliver the First Extension Notice, the Second Extension Notice or the Third 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 the Initial Stated Maturity Date, Date and the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower Borrowers shall (i) obtain and deliver to Lender on 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 as of the first day of the applicable Extended TermBalance, 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, 2.6 and (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 Agent shall cause have received a Counterparty Opinion title continuation letter from the Title Company (x) confirming that the Mortgage remains a valid first-priority Lien against each Property, subject only to be delivered with respect Permitted Encumbrances, (y) showing title to the Replacement Interest Rate Cap Agreement applicable Property vested in the applicable Borrower, and (z) showing no exceptions to title other than those previously approved by Agent or permitted under the related AcknowledgmentLoan Documents, in a form reasonably satisfactory to Agent;
(d) all All amounts then due and payable (beyond the expiration of by Borrowers and any applicable notice and cure periods) by Borrower 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 Second First 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 each Lender’s outside counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) with respect to On the exercise date of delivery of the Third First Extension Option, each Component Spread Notice or Component Prime Rate Spreadthe Second Extension Notice, as applicable, Borrowers shall be increased by 0.25% commencing on pay to Agent the day immediately following the Second Extended Maturity Dateapplicable Extension Fee;
(f) if There shall be no challenge, action, suit, proceeding, or investigation is pending or threatened in writing against any part of any Property or any Borrower by any person, in any court or before any Governmental Authority which is reasonably likely to materially adversely affect the Class A Member shall not have acquired value of any Property, as determined by Agent acting in its reasonable discretion;
(g) In connection with the Class B Member’s Interest exercise of the First Extension Option:
(as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated i) the Debt Yield as of the date hereof (the “Holdco LLC Agreement”)) pursuant Stated Maturity Date shall be equal to the buy/sell set forth in the Holdco LLC Agreementor greater than 10.0%, the Class A Member provided that Borrowers shall have been redeemed in full in accordance with the terms right to repay a portion of the Holdco LLC AgreementOutstanding Principal Balance as of the Stated Maturity Date in an amount sufficient to satisfy the foregoing Debt Yield requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay; and
(gii) Each Mezzanine Borrower whose Mezzanine the Loan has not theretofore been repaid in full to Value Ratio shall be equal to or less than seventy-seven percent (77%), provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the Stated Maturity Date in an amount sufficient to satisfy the foregoing Loan to Value Ratio requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay.
(h) In connection with the exercise of the Second Extension Option only:
(i) timely exercised the extension option Debt Yield as of the First Extended Maturity Date shall be equal to extend or greater than 10.5%, provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the First Extended Maturity Date in an amount sufficient to satisfy the foregoing Debt Yield requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay; and
(ii) the Loan to Value Ratio shall be equal to or less than seventy-five percent (75%), provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the First Extended Maturity Date in an amount sufficient to satisfy the foregoing Loan to Value Ratio requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay.
(i) the closing contemplated in the Pan Am PSA shall have been completed and in connection therewith, an amount of the Outstanding Principal Balance equal to the Allocated Loan Amount of the Pan Am Property shall have been repaid; provided that the condition set forth in this clause (i) shall be deemed satisfied even if the closing contemplated in the Pan Am PSA has not been completed if and only if such forward purchase was not completed due solely by a default by the Pan Am Purchaser;
(j) The representations and warranties made by Borrowers in the Loan Documents or otherwise made by Borrowers in connection therewith after the date thereof shall have been true and correct in all material respects on the date on which made and shall also be true and correct as if remade upon the exercise of the applicable Mezzanine LoanExtension Option and on Initial Maturity Date and the First Extended Maturity Date (except (i) to the extent the subject matter of such representation or warranty relates to a particular date specified therein, in which case such representation shall be true and correct as of such specified date, and (ii) been entitled to the extent such representation or warranty is no longer true as a result of the passage of time, the ordinary course of conduct of Borrowers, the sale of the Pan Am Property pursuant to the terms ▇▇▇ Am PSA, and any actions expressly permitted under the Loan Documents, provided that Borrowers, in each case, have complied with their covenants contained in the Loan Documents); and
(k) Guarantor continues to comply with the covenants contained in the Loan Document to which Guarantor is a party, and Guarantor has provided to Agent, on the Stated Maturity Date and the First Extended Maturity Date, a reaffirmation of the applicable Mezzanine pursuant to which Guarantor reaffirms all of its obligations under each Loan Documents Document to exercise which such extension optionGuarantor is a party in a form reasonably acceptable to Agent. If Borrower is Borrowers are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender Agent shall have no obligation to extend the applicable Maturity DateDate hereunder.
Appears in 1 contract
Sources: Loan Agreement (Pacific Office Properties Trust, Inc.)
Extension Options. Subject (a) Borrower will have a one (1) time option to the provisions of this Section 2.7, Borrower shall have the option extend (the “First Extension Option”)) the Initial Maturity Date to the First Extended Maturity Date, by if (and only if) each of the following conditions (collectively, the “First Extension Conditions”) have been satisfied within the applicable time periods:
(i) Borrower shall have delivered to Lender written notice (the “First Extension Notice”) delivered of Borrower’s decision to Lender extend the Initial Maturity Date pursuant to this Section 1.14(a) no later earlier than ten one hundred twenty (10120) days and no less than sixty (60) days prior to the Initial Stated Maturity Date. The First Extension Notice, upon its delivery to Lender, shall be irrevocable subject to and provided the First Extension Update Appraisal Requirement (as hereinafter defined) is satisfied; and
(ii) At the time Borrower gives the First Extension Notice and on the Initial Maturity Date, no Event of Default shall exist as certified by Borrower to extend Lender in a Certificate of No Event of Default to be executed by Borrower in favor of Lender dated and delivered to Lender as of the Initial Maturity Date to May 1Date; and
(iii) On or before the Initial Maturity Date, 2020 Borrower shall have paid or provided Lender sufficient funds for the payment of all Loan Expenses incurred by Lender in connection with the First Extension Option including, without limitation, the First Extension Option Fee and the cost of the First Extension Update Appraisal; and
(iv) Upon receipt of the First Extension Notice, Lender shall order a current appraisal of the Property at Borrower’s expense (the “First Extended Maturity DateExtension Update Appraisal”, and such extended term, ). It is a condition precedent to Borrower’s exercise of the First Extension Option that the then outstanding principal balance of the Loan on the date of the First Extension Notice shall not exceed Fifty Percent (50%) of the “as is” appraised value of the Property as reasonably determined by Lender (the “First Extended TermExtension Update Appraisal Requirement”). In the event that the First Extension Update Appraisal Requirement is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date in such amount as determined by Lender so that the outstanding principal balance of the Loan as of the Initial Maturity Date shall not exceed Fifty Percent (50%) of the “as is” appraised value of the Property as reasonably determined by Lender; and
(v) Concurrently with the First Extension Notice, Borrower shall have exercised delivered to Lender a duly completed Borrower’s Covenant Compliance Certificate certified as true and correct by an appropriate officer of the Managing Member of Borrower, containing a computation and a confirmation that the Property has a Debt Service Coverage Ratio of not less than 1.45:1.00, as of the date of the First Extension Notice, together with such supporting documentation necessary for Lender to determine such compliance. In the event that the foregoing Debt Service Coverage Ratio is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date in such amount as determined by Lender that is necessary for the Property to meet the foregoing Debt Service Coverage Ratio; and
(vi) Each representation and warranty made in the Loan Documents by a Loan Party shall continue to be true and correct in all material respects as if remade on the Initial Maturity Date; and
(vii) On or before the Initial Maturity Date, each Loan Party shall have delivered to Lender its most current financial statements certified by an appropriate officer of the Managing Member of Borrower for Borrower and by an appropriate officer of Guarantor for Guarantor showing no Material Adverse Change and a certification from such Loan Party that since the date of such statements there has been no Material Adverse Change; and
(viii) On or before the Initial Maturity Date, each Loan Party shall have delivered such documents reasonably required by Lender in connection with the First Extension Option, Borrower shall have including, without limitation, a reaffirmation of the option Guaranty (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered on a form acceptable 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”Lender). In the event Borrower shall have exercised each that any of the foregoing 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 Conditions is 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 satisfied strictly in accordance with the terms of hereof or waived by Lender in writing, the Holdco LLC Agreement; and
(g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full First Extension Option shall have (i) timely exercised the extension option to extend the applicable Mezzanine Loanbe null and void, and (ii) been entitled pursuant to the terms of Loan shall mature on the applicable Mezzanine 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 Initial Maturity Date.
Appears in 1 contract
Sources: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.75, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the 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 (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended for the full one-year period contemplated above;
(b) ii. Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, extended one or more Replacement Interest Rate Cap Protection 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, Counterparty which Replacement Interest Rate Cap Protection Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement Protection Agreements and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each Mezzanine iv. Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms 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 LoanBorrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1March 9, 2020 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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1March 9, 2021 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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1March 9, 2022 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 each 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 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, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on 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 (with confirmations of such transactions delivered in the ordinary course of business of such Counterparty; provided that Borrower shall use commercially reasonable efforts to cause such delivery to be made within five (5) Business Days after the Stated Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended TermBalance, 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 occurs, (B) have a strike rate equal to the Extension Strike Price, and (C) be otherwise on same terms set forth in Section 2.6, 2.6 and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment in the ordinary course of business of such Counterparty; provided that Borrower shall use commercially reasonable efforts to cause such delivery to be made within five (5) Business Days after the Stated Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(d) all 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 Second Extended Maturity Date, as applicable, and all out-of-pocket outstanding costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;; and
(e) 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 a New Mezzanine Loan has not theretofore been repaid in full is then outstanding, such borrower under the New Mezzanine Loan shall have (i) timely exercised the extension option to extend the applicable New Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable New Mezzanine Loan Documents to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the mezzanine note. 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 DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Fourth Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Fourth Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Fourth Mezzanine LoanNote A-1-a, the Fourth Mezzanine Note A-1-b, and (ii) the Fourth Mezzanine Note A-2-a and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Senior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Third Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Third Mezzanine LoanNote A-1-a, the Third Mezzanine Note A-1-b, and (ii) the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine 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 Maturity Date.options;
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 9, 2020 2019 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 9, 2021 2020 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 9, 2022 2021 (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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on 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 as of the first day of the applicable Extended TermBalance, 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 occurs, (B) have a strike price equal to the Extension Strike Price; provided, Borrower 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) in an amount that maximizes the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6, 2.6 and (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 deliver 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 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 outside counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) 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 First Extended Maturity Date and the Second Extended Maturity Date, Borrower shall 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 6.50%; provided, however, if the Class A Member Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower 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 be permitted to prepay a portion of the date hereof Loan (the “Holdco LLC Agreement”)) pursuant subject to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full and in accordance with Section 2.4.2) in an amount that would be sufficient such that the terms Debt Yield test set forth above shall be satisfied;
(g) after giving effect to any partial prepayments of the Holdco LLC 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
(gh) Each Current Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Current Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Current Mezzanine Loan Documents to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the Current Mezzanine 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 DateDate hereunder.
Appears in 1 contract
Sources: Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1June 9, 2020 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1June 9, 2021 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1June 9, 2022 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 applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, and the Second Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1September 9, 2020 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1September 9, 2021 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1September 9, 2022 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 applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(ia) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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) the Debt Yield as of the most recent Calculation Date is at least equal to or greater than the Closing Date Debt Yield;
(d) Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(de) all 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 Date, and the Second Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Sources: Loan Agreement (American Residential Properties, Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 7, 2020 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 May 1November 7, 2021 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 May 1November 7, 2022 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 each 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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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;intentionally omitted; and
(f) if If the Class Mortgage Loan and Mezzanine A Member shall not Loan 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 full, Owner and Mezzanine A Borrower, respectively, shall have (i) timely exercised the extension option to extend the applicable Mortgage Loan or Mezzanine A Loan, as applicable, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower Seller shall have the option three (the “First Extension Option”), by written notice (the “First Extension Notice”3) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, options to extend the Maturity Facility Expiration Date from the Initial Facility Expiration Date to May 1the anniversary of such date in the succeeding year (or if such day is not a Business Day, 2020 the immediately succeeding Business Day) (the “First Extended Maturity Date”, and such extended termdate, the “First Extended Term”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension OptionFacility Expiration Date”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to from the First Extended Maturity Date, to extend the First Extended Maturity Facility Expiration Date to May 1the anniversary of such date in the succeeding year (or if such day is not a Business Day, 2021 the immediately succeeding Business Day) (the “Second Extended Maturity Date”, and such extended termdate, 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 NoticeFacility Expiration Date”) delivered to Lender no later than ten (10) days prior to and from the Second Extended Maturity Date, to extend the Second Extended Maturity Facility Expiration Date to May 1the anniversary of such date in the succeeding year (or if such day is not a Business Day, 2022 the immediately succeeding Business Day) (the “Third Extended Maturity Date”, and such extended termdate, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”). The First Extension Notice shall be revocable at any time and for any reason ; provided, that the exercise of each such extension option 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 Seller shall be subject to the satisfaction of the following conditions precedent precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each extension hereunder:
Extension Term, (ix) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have occurred paid to Buyer the Extension Fee then due and be continuing on payable, (iv) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (iiv) no Event of Default the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall have occurred be true and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender correct in all material respects on the first day of each Extension Term with the term of the Loan same force and effect as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the first day of foregoing, with respect to this Article 3(h)(v) only, the applicable Extended Term, which Replacement Interest Rate Cap Agreement(srepresentation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 Agreementprospects)”)) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section 2.7the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1March 9, 2020 2021 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1March 9, 2021 2022 (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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1March 9, 2022 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall Notice”) delivered to Lender (which notice may be revocable at any time and for any reason by Borrower revoked) no later than thirty (30) days 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 to extend the Third Extended Maturity Date to March 9, 2024 (the “Fourth Extended Maturity Date”). In the event Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation have exercised the Fourth Extension Option, Borrower shall have the option (excluding breakage coststhe “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to March 9, 2025 (the “Fifth 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 each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;.
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Third Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Third Mezzanine LoanNote A-1-a, the Third Mezzanine Note A-1-b, and (ii) the Third Mezzanine Note A-2-a, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine 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 Maturity Date.options;
Appears in 1 contract
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section 2.7the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1December 9, 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1December 9, 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 (which notice may be revoked) no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1December 9, 2022 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall Notice”) delivered to Lender (which notice may be revocable at any time and for any reason by Borrower revoked) no later than thirty (30) days 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 to extend the Third Extended Maturity Date to December 9, 2023 (the “Fourth Extended Maturity Date”). In the event Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation have exercised the Fourth Extension Option, Borrower shall have the option (excluding breakage coststhe “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to December 9, 2024 (the “Fifth 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 each extension hereunder:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First applicable Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on not later than 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 TermBalance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day Business 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, 2.6 and at the applicable Strike Price and (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 deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement and the related AcknowledgmentAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
(d) all 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 Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, 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 the applicable extension of the Term shall have been paid in full;.
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine 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 Maturity DateDate hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2020 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 May 1, 2021 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 May 1, 2022 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 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)) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) the Spread (or the Base Rate Spread or the Substitute Rate Spread, as applicable) shall be increased upon the commencement of the Third Extended Term pursuant to, and in accordance with, the applicable definition herein;
(f) with respect to the exercise of Second Extension Option and the Third Extension Option, each Component Spread the Debt Yield for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the Second Extended Term or Component Prime Rate SpreadThird Extended Term, as applicable, is to commence shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date;
equal or exceed eleven and one-half percent (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 Agreement11.5)%; and
(g) Each Mezzanine Borrower whose Mezzanine If the Mortgage Loan has not theretofore been repaid in full full, Owner shall have (i) timely exercised the extension option to extend the applicable Mezzanine Mortgage Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Fourth Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Fourth Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of the Fourth Mezzanine LoanNote A-1-a, the Fourth Mezzanine Note A-2-a, and (ii) the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Senior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (First Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of First Mezzanine LoanNote A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Junior Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 9, 2020 2019 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 9, 2021 2020 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender Agent no later than ten thirty (1030) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 9, 2022 2021 (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 each extension hereunder:
(i) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender on 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 as of the first day of the applicable Extended TermBalance, 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 occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6, 2.6 and (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 deliver 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 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 outside counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) with respect on the Second Extended Maturity Date and the Third Extended Maturity Date, Borrower shall pay to Agent the exercise of 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 Option, each Component Spread or Component Prime Rate SpreadNotice, as applicable, shall be increased by 0.25% commencing and on the day immediately following Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date;
(f) , respectively, a Debt Yield of no less than 5.30%; provided, however, if the Class A Member Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage Borrower) 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 Holdcobe permitted to prepay, LLCon a pro rata basis, dated as a portion of the date hereof Loan (subject to and in accordance with Section 2.4.2) and Mortgage Borrower shall make a pro rata payment of the “Holdco LLC Agreement”)) pursuant Mortgage Loan (subject to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full and in accordance with the terms provisions of the Holdco LLC Mortgage Loan Agreement; and) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
(g) Each Mezzanine Mortgage Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mezzanine Mortgage Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage Loan Documents to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower is are 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 DateDate hereunder.
Appears in 1 contract
Sources: First Mezzanine Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 7, 2020 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 May 1November 7, 2021 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 May 1November 7, 2022 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 each extension hereunder:
(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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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, Borrower and Lender shall work together to find a mutually agreeable alternative to a Substitute 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 Agreementintentionally omitted; and
(gf) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full 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 Mezzanine 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 Maturity Date.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.75, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (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 irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (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 irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the 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 (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended for the full one-year period contemplated above;
(b) ii. Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, extended one or more Replacement Interest Rate Cap Protection 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, Counterparty which Replacement Interest Rate Cap Protection Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement Protection Agreements and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each Mezzanine iv. Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mezzanine Loanterms of Note A-2, Note B-1, and (ii) 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 applicable Mezzanine 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 Maturity Dateoptions.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Third Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Third Mezzanine LoanNote A-1-b, Third Mezzanine Note A-2-a, and (ii) Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, each Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine 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 Maturity Date.options;
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”a) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 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 each extension hereunder:
Provided: (i) no Event Tenant is not then in default of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and Lease; (ii) no Event more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Amendment; (iii) the Lease is in full force and effect; (iv) Tenant is the originally named Tenant (or its transferee under a Permitted Transfer); and (v) Tenant (or its transferee under a Permitted Transfer) is then occupying 85% of the Premises for the conduct of Tenant’s business (or for the conduct of a transferee’s business under a Permitted Transfer), 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 Term (each an “Extension Term”) by delivering Tenant’s written extension election notice to Landlord no later than the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 15 months prior to the expiration of the then-current Term. The terms and conditions of the Lease during each Extension Term shall remain unchanged except Tenant shall only be continuing on entitled to the Initial Stated Maturity Date2 Extension Terms provided above, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 annual Base Rent 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 Term shall be the Extension Rent (as defined below), the Expiration Date shall be the last day of the Interest Period in which the applicable extended Maturity Date occurs and Extension Term (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each or such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment earlier date of termination 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 have (i) timely exercised the extension option to extend the applicable Mezzanine Loan, and (ii) been entitled Lease pursuant to the terms of hereof), and, except to the applicable Mezzanine Loan Documents to exercise such extension option. If Borrower is unable to satisfy all of extent reflected in the foregoing conditions within the applicable time frames for eachExtension Rent, 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 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 Maturity DateTerm other than or beyond the 2, 60-month Extension Terms described in this paragraph. For avoidance of doubt, if Tenant timely exercises the first Extension Option only, the Term for the Premises shall expire on April 30, 2033, and if Tenant timely exercises both the first and second Extension Options, the Term for the Premises shall expire on April 30, 2038.
Appears in 1 contract
Sources: Lease (BigCommerce Holdings, Inc.)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (Third Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of Third Mezzanine LoanNote A-1-a, Third Mezzanine Note A-2-a, and (ii) Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the applicable Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine 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 Maturity Date.options;
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2020 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 ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2021 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 ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1, 2022 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 each 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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, each Component Spread or Component Prime Rate Spread, as applicable, Borrower shall be increased by 0.25% commencing pay to Lender the Extension Fee on the day immediately following the Second Extended Maturity Date;
(f) if (i) the Class A Member 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 not have acquired be no less than 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 applicable Minimum Extension Debt Yield as of the date hereof first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, and (ii) after the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC AgreementApproved Mezzanine Closing Date, the Class A Member shall have been redeemed in full in accordance with Aggregate Debt Yield (based on unaudited financial statements from the terms trailing twelve-month period ending the last day of February of the Holdco LLC Agreementapplicable calendar year) shall be no less than the applicable Minimum Aggregate Debt Yield as of the 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 Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
(g) Each of Owner and Approved Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable Mortgage Loan and the Approved Mezzanine Loan, Loan and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents and Approved Mezzanine Loan Documents Documents, as applicable, to exercise such extension optionoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (W2007 Grace Acquisition I Inc)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten fifteen (1015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1June 11, 2020 2021 (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 fifteen (1015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1June 11, 2021 2022 (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 fifteen (1015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1June 11, 2022 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, and such extended term, Borrower shall have the option (the “Third Extended TermFourth Extension Option”). The First , by written notice (the “Fourth Extension Notice shall be revocable at any time and for any reason by Borrower Notice”) delivered to Lender no later than fifteen (15) days 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 to extend the Third Extended Maturity Date to June 11, 2024 (the “Fourth Extended Maturity Date”). Any Extension Notice may be revoked by Borrower at any time, and Borrower shall pay Lender’s actual reimburse Lender for any reasonable out-of-pocket expenses costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in connection conjunction with such revocation (excluding breakage costs)preparing for the applicable extension. Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each 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, the Third Extension Notice or the Third Fourth Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or Date, the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable;
(b) 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 TermBalance, 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, 2.6 and (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;Agreement;and
(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 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, the Second Extended Maturity Date or the Second Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option. Neither Lender, each Component Spread or Component Prime Rate Spread, as applicablenor any other Person, shall be increased by 0.25% commencing on have 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 right 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 have (i) timely exercised the charge an extension option fee to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Loan Documents to exercise such extension optionBorrower. 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 DateDate hereunder. As soon as is reasonably practicable following any extension of the Stated Maturity Date pursuant to this Section 2.7 (but in any event no later than ten (10) Business Days following the effective date of such extension), Borrower shall deliver to Lender a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment that were obtained in connection with such extension.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Extension Options. Subject to the provisions of this Section 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than ten (10) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 7, 2020 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 May 1November 7, 2021 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 May 1November 7, 2022 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 each 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 Third Extension Notice, as applicable, and (ii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) 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 pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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;intentionally omitted; and
(f) if If the Class A Member shall not Mortgage Loan and Mezzanine B Loan 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 full, Owner and Mezzanine B Borrower, respectively, shall have (i) timely exercised the extension option to extend the applicable Mortgage Loan or Mezzanine B Loan, as applicable, and (ii) been entitled pursuant to the terms of the applicable Mezzanine Mortgage 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 Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 2.75, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1November 11, 2020 2010 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1November 10, 2021 2011 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than ten thirty (1030) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to May 1November 12, 2022 2012 (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). Mezzanine Borrower’s 's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(i) i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second applicable Extension Notice or the Third Extension Notice, as applicable, and (iiB) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date or and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine 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 Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) 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 upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
(b) ii. Mezzanine Borrower shall (i) obtain and deliver to Lender on Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended, one or more Replacement extended the Interest Rate Cap Agreements Agreement (First Mezzanine) from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, Counterparty which Replacement Interest Rate Cap Agreement(sAgreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and 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 no earlier than 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 AgreementDate;
(c) iii. Mezzanine Borrower shall cause deliver a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the 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 applicable extension of the Term shall have been paid in full;
(e) 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 AgreementAcknowledgments; and
(g) Each iv. Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the applicable terms of First Mezzanine LoanNote A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the applicable Mortgage Loan Documents and the Junior Mezzanine 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 Maturity Dateoptions.
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