Extension Options. (a) Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “First Extension Option”). 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, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension Options”). (b) In order to exercise any Extension Option, the following conditions must 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 that Lessor receives notice of Lessee’s exercise of the Extension Option or on the then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of the Extension Option). (c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows: (i) with respect to 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 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, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and (iv) in the event Lessee does not exercise any 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 force and effect.
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Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to June 9, 2017 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to June 9, 2018 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to June 9, 2019 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtended Maturity Date”).
(b) In order . Borrower’s right to exercise any Extension Option, so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(a) (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 that Lessor receives notice of Lessee’s exercise applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition related Acknowledgment and shall deliver to Lender an executed Collateral Assignment 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”)Interest Rate Protection Agreement;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, and the Second Extension OptionExtended Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement Date” as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, 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 connection with the Second Extension Option, Loan and/or the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any applicable extension of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects Term shall have been paid in full. If Borrower is unable 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 satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Maturity Date hereunder.
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Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 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”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , 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 Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to May 1, 2022 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).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) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, be delivered with effect from respect to the Scheduled Expiry 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 Lease 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 be automatically amended as follows:have been paid in full;
(ie) with respect to the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition exercise 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, shall be increased by 0.25% commencing on the words 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 “two hundred seven (207Holdco LLC Agreement”)) months after pursuant to the Rent Commencement Date” buy/sell set forth in the definition of “Scheduled Expiry Date” Holdco LLC Agreement, the Class A Member shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently have been redeemed in full in accordance with the Third Extension Option, terms of the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)Holdco LLC Agreement; and
(ivg) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects applicable Mezzanine Loan Documents 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”such extension option. 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 If Borrower is unable to satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Maturity Date.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Third Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionThird Mezzanine Note A-1-a, the Second Extension Option or Third Mezzanine Note A-1-b, and the Third Extension OptionMezzanine Note A-2-b, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents, Senior Mezzanine Loan Documents and effect.Junior Mezzanine Loan Documents to exercise such extension options;
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Extension Option, Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise any 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 been entitled pursuant to the terms of the First Extension Option, Mortgage Loan Documents and the Second Extension Option or the Third Extension Option, but elects Junior Mezzanine Loan Documents 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 force and effectsuch extension options.
Appears in 1 contract
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Stated Maturity Date, to extend the Maturity Date to March 11, 2018 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 11, 2019 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Second Extended Maturity Date, to extend the Term for one three Second Extended Maturity Date to March 11, 2020 (3) month period from the then applicable Scheduled Expiry Date in accordance with “Third Extended Maturity Date”). In the terms and conditions set forth in this Section 2.3 event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option,” and together with the First Extension Option”), Second Extension Option and Third Extension Option, by written notice (the “Extension Options”).
(b) In order to exercise any Extension Option, the following conditions must 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 Notice”) delivered to Lender no later than fifteen (15) months days prior to the Scheduled Expiry Third Extended Maturity Date, to extend the Third Extended Maturity Date as extendedto March 11, Lessor 2021 (the “Fourth Extended Maturity Date”). Any Extension Notice may be revoked by Borrower at any time, and Borrower shall have received a written notice from Lessee stating that it is exercising reimburse Lender for any reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in conjunction with preparing for the Extension Option, which notice once given applicable extension. Borrower’s right to so extend the Maturity Date shall be irrevocable.]subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(iia) 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.
(iiii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise of Default shall have occurred and be continuing on the Extension Option Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgment; and
(ivd) in All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the event Lessee does not exercise any other Loan Documents as of the Stated Maturity Date, the First Extension OptionExtended Maturity Date, the Second Extension Option Extended Maturity Date or the Third Extension OptionExtended Maturity Date, but elects to exercise as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with 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 applicable extension of the Lease Term shall remain have been paid in full force and effectfull. Neither Lender, nor any other Person, shall have the right to charge an extension fee to Borrower. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.9, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to, the Stated Maturity Date, to extend the Maturity Date to May 9, 2021 (the “First Extended Maturity Date”). Provided that Lessee exercises If the Maturity Date shall have been timely and properly extended to the First Extension Option in accordance herewithExtended Maturity Date, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee then Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 by irrevocable written notice (the “Third Second Extension OptionNotice”) delivered to Lender no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to, the First Extended Maturity Date, to extend the Maturity Date to May 9, 2022 (the “Second Extended Maturity Date”). Lessee shall have an additional Borrower’s right to so extend the Term for one three (3) month period from the then applicable Scheduled Expiry Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with to the First Extension Option, Extended Maturity Date and the Second Extension Option and Third Extension Option, Extended Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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.
(iiia) no Significant Default nor any Event of Default or monetary or material non-monetary Default shall have occurred and be continuing on the date that Lessor receives notice Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and no Event of Lessee’s exercise Default or monetary or material non-monetary Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the Extension Option 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 maximum principal amount of the Loan, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the then day immediately following the then-applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.8, and (ii) (x) execute and deliver a Replacement Assignment of Rate Cap and (y) deliver an executed Acknowledgment with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects Borrower shall deliver a Counterparty Opinion with respect to exercise an Extension Option then, the Replacement Interest Rate Cap Agreement and the related Acknowledgment and a Replacement Assignment of Rate Cap with effect from respect thereto;
(d) all amounts due and payable to Lender pursuant to this Agreement or the Scheduled Expiry other Loan Documents as of the Stated Maturity Date or the First Extended Maturity Date, as applicable (other than the Lease Outstanding Principal Balance), and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) on the Stated Maturity Date or the First Extended Maturity Date, as applicable, Borrower shall pay to Lender the applicable Extension Fee;
(f) Borrower shall have achieved Completion of the PIP Work;
(g) the Debt Yield shall be automatically amended as follows:
equal to or greater than (i) with respect to the First Extension Option, the words “one hundred eighty three nine percent (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” (provided9.00%), 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”);
and (ii) with respect to the Second Extension Option, the words “one hundred ninety nine and seventy-five hundredths percent (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” (9.75%); provided, however, if Lessee exercises that, subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower may, at its sole election, prepay such portion of the Fourth Extension Option concurrently Loan to the extent necessary to satisfy this condition (g) without the payment of any Yield Maintenance Premium or other penalty or fee; provided, however, Borrower shall pay the applicable Exit Fee; and
(h) with respect to the Second Extension Option, Borrower shall have delivered to Lender either (1) evidence that the words “one hundred ninety five term of the Operating Lease has been extended to May 31, 2023 or (1952) months after the Rent Commencement Date” subject to Franchisor’s consent, if required, a new operating lease, 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) form and substance reasonably acceptable to Lender, with respect a term expiring no earlier than May 31, 2023 and, to the Third Extension Optionextent necessary, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition Borrower shall have recorded a memorandum of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any operating lease to evidence such extension or new operating lease. If Borrower is unable to satisfy all of the First Extension Optionforegoing conditions within the applicable time frames for each, Lender shall have no obligation to extend 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 force and effectMaturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (Lightstone Value Plus Real Estate Investment Trust V, Inc.)
Extension Options. (a) Provided that Lessee shall The Borrower may:
(i) by submitting an Extension Request duly executed by it to the Agent no later than the date falling 45 days (or any other shorter period as may be agreed by the Agent (acting on the instructions of the Majority Lenders)) prior to the Initial Maturity Date (or if such date is not have theretofore exercised a Business Day, the Fourth Extension Optionimmediately preceding Business Day), Lessor hereby grants Lessee the right request to extend the Term for one (1) year from the Scheduled Expiry Initial Maturity Date in accordance with respect of each Loan to the terms and conditions set forth in Extended Maturity Date;
(ii) (if the Initial Maturity Date has already been extended to the Extended Maturity Date pursuant to this Section 2.3 Clause 6.2) by submitting an Extension Request duly executed by it to the Agent no later than the date falling two Months prior to the Extended Maturity Date (or if such date is not a Business Day, then the “First Extension Option”immediately preceding Business Day). 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, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right request to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Extended Maturity Date in accordance with respect of each Loan to the terms and conditions set forth Second Extended Maturity Date; and
(iii) (if the Extended Maturity Date has already been extended to the Second Extended Maturity Date pursuant to this Clause 6.2) by submitting an Extension Request duly executed by it to the Agent no later than the date falling two Months prior to the Second Extended Maturity Date (or if such date is not a Business Day, then the immediate preceding Business Day), request to extend the Second Extended Maturity Date in this Section 2.3 respect of each Loan to the Third Extended Maturity Date, (the each such extension, an “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtension”).
(b) Each Extension Request is irrevocable.
(c) Upon receipt of an Extension Request, the Agent shall promptly forward a copy thereof to each Lender.
(d) In order to exercise any respect of the Extension Optionunder paragraph (a)(i) above only, the Extension shall become effective if each of the following conditions must be has been satisfied, and the Agent shall notify the Borrower and the Lenders promptly upon being so 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 on the date of the Extension Option, which notice once given shall be irrevocable.] [FOR EVEN NUMBERED DELIVERY POSITIONS—With respect Request and the Initial Maturity Date:
(A) none of the circumstances described under C▇▇▇▇▇ 7.2 (Change of control) has occurred;
(B) no Default is continuing or would result from the proposed Extension;
(C) the Repeating Representations are true and accurate in all material respects; and
(D) the Agent’s receipt of evidence (in form and substance reasonably satisfactory to the First Extension OptionMajority Lenders) of completion of all necessary approvals, Second Extension Option filings and Third Extension Option, not later than twelve (12) months prior to then applicable Scheduled Expiry Date and with registrations from all the relevant Governmental Agencies in 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 of the Extension Option, which notice once given shall be irrevocable.]and the Finance Documents; and
(ii) Promptly after on or before the Initial Maturity Date, the Borrower has paid to the Agent (for the account of the Lenders in such notice, Lessee shall deliver to Lessor proportion as the Lenders may agree) an extension fee in the amount set out in a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, as Lessor may reasonably requestFee Letter.
(iiie) no Significant Default nor any Event In respect of Default an Extension under paragraph (a)(ii) and paragraph (a)(iii) above only, the Extension shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise become effective if each of the Extension Option or on following conditions has been satisfied, and the then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of Agent shall notify the Extension Option).
(c) If Lessee elects to exercise an Extension Option then, with effect from Borrower and the Scheduled Expiry Date, the Lease shall be automatically amended as followsLenders promptly upon being so satisfied:
(i) with on the date of the Extension Request and (in respect to of the First Extension Option, under paragraph (a)(ii) above) the words “one hundred eighty three Extended Maturity Date or (183in respect of the Extension under paragraph (a)(iii) months after above) the Rent Commencement Second Extended Maturity Date” :
(A) none of the circumstances described under C▇▇▇▇▇ 7.2 (Change of control) has occurred;
(B) the LTV Ratio is not higher than [*]%;
(C) no Default is continuing or would result from the proposed Extension;
(D) the Repeating Representations are true and accurate 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”)all material respects;
(ii) with respect the Borrower has paid to the Second Extension Option, Agent (for the words “one hundred ninety five (195account of the Lenders in such proportion as the Lenders may agree) months after the Rent Commencement Date” an extension fee 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” amount set out in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”)a Fee Letter;
(iii) with respect (if required by applicable laws and regulations) the Agent has received evidence (in form and substance reasonably satisfactory to the Third Majority Lenders) of completion of all the necessary approvals, filings and registrations from all the relevant Governmental Agencies in respect of the Extension Option, and the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)Finance Documents; and
(iv) in the event Lessee does not exercise any of consent to the First relevant 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 force and effectMajority Lenders has been obtained.
Appears in 1 contract
Sources: Facility Agreement (Advanced Technology (Cayman) LTD)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Second Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of Second Mezzanine Note A-2 and been entitled pursuant to the terms of such Notes to exercise any 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 been entitled pursuant to the terms of the First Extension OptionMortgage Loan Documents, the Second Extension Option or Senior Loan Documents and the Third Extension Option, but elects Junior Mezzanine Documents 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 force and effectsuch extension options.
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Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Stated Maturity Date, to extend the Maturity Date to November 9, 2019 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 9, 2020 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the “Third Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2021 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtended Maturity Date”).
(b) In order . Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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, no Default of which notice once has been 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 Borrower or Event of Default shall have occurred and be continuing on the date that Lessor receives 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 Lessee’s exercise Default shall have occurred and be continuing on the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Agent not later than one (1) Business Day prior to the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Option).Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) on the Second Extended Maturity Date and the Third 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 OptionNotice, the words “one hundred eighty three (183) months after Second Extension Notice or the Rent Commencement Third Extension Notice, as applicable, and on the Stated Maturity Date” in , the definition First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (no less than 5.30%; provided, however, if Lessee exercises the Fourth Extension Option concurrently Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage 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) and Mortgage Borrower shall make a pro rata payment of the Mortgage Loan (subject to and in accordance with the First Extension Option, provisions of the words “one hundred eighty three (183Mortgage Loan Agreement) months after in an amount that would be sufficient such that the Rent Commencement Date” in the definition of “Scheduled Expiry Date” applicable Debt Yield test set forth above shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)satisfied;
(g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the Mortgage Loan, and (ii) with respect been entitled pursuant to the Second Extension Option, terms of 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”);
Mortgage Loan Documents to exercise such extension option and (iii) with respect paid any extension fee required pursuant to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects Mortgage Loan Agreement. If Borrower are unable 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 satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Agent shall remain in full force and effecthave no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
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Sources: First Mezzanine Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Third Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of Third Mezzanine Note A-1-a, Third Mezzanine Note A-2-a, and Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise any 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 First Extension OptionMortgage Loan Documents, the Second Extension Option or the Third Extension Option, but elects Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents 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 force and effect.such extension options;
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Extension Option, Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of First Mezzanine Note A-2 and been entitled pursuant to the terms of such Notes to exercise any 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 been entitled pursuant to the terms of the First Extension Option, Mortgage Loan Documents and the Second Extension Option or the Third Extension Option, but elects Junior Mezzanine Loan Documents 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 force and effectsuch extension options.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Fourth Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionFourth Mezzanine Note A-1-a, the Second Extension Option or Fourth Mezzanine Note A-1-b, and the Third Extension Option, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents and effectthe Senior Mezzanine Loan Documents to exercise such extension options.
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Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7. Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”). Provided that Lessee exercises , by written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”), In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to May 1, 2019 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(a) (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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry 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 without giving effect by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to Lessee’s exercise of the Extension Option).requirements hereunder;
(c) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, be delivered with effect from respect to the Scheduled Expiry 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 Lease 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 be automatically amended as follows:have been paid in full;
(ie) with respect to the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition exercise 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, Borrower shall pay to Lender the words “one hundred ninety five (195) months after Extension Fee on the Rent Commencement First Extended Maturity 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) and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the words “two hundred seven Extension Fee on the Second Extended Maturity Date;
(207f) months (i) the Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Extension Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, and (ii) after the Rent Commencement Approved Mezzanine Closing Date” in , the definition Aggregate Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of “Scheduled Expiry Date” February of the applicable calendar year) shall be deemed replaced by no less than the words “two hundred nineteen (219) months after applicable Minimum Aggregate Debt Yield as of the Rent Commencement Date” (provided, however, if Lessee exercises first day of the Fourth Extension Option concurrently with Second Extended Term or the first day of the Third Extension OptionExtended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the words “two hundred seven (207Approved Mezzanine Borrower as permitted by Section 2.4.2(a) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”or Section 2.4.2(b); and
(ivg) in Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the applicable Mortgage Loan and the Approved Mezzanine Loan and (ii) been entitled pursuant to the terms of the First Extension OptionMortgage Loan Documents and Approved Mezzanine Loan Documents, the Second Extension Option or the Third Extension Optionas applicable, but elects to exercise such extension option and (iii) paid any extension fee required pursuant to 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 terms of the Lease 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 remain in full force and effecthave 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 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Second Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of Second Mezzanine Note A-1 and been entitled pursuant to the terms of such Notes to exercise any 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 been entitled pursuant to the terms of the First Extension OptionMortgage Loan Documents, the Second Extension Option or Senior Loan Documents and the Third Extension Option, but elects Junior Mezzanine Loan Documents 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 force and effectsuch extension options.
Appears in 1 contract
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Stated Maturity Date, to extend the Maturity Date to November 9, 2017 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 9, 2018 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the “Third Extension Notice”) delivered to Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2019 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtended Maturity Date”).
(b) In order . Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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, no Default of which notice once has been 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 Borrower or Event of Default shall have occurred and be continuing on the date that Lessor receives 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 Lessee’s exercise Default shall have occurred and be continuing on the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Agent not later than one (1) Business Day prior to the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike price equal to the Extension Option).Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment;
(d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full;
(e) on the Second Extended Maturity Date and the Third 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 OptionNotice, the words “one hundred eighty three (183) months after Second Extension Notice or the Rent Commencement Third Extension Notice, as applicable, and on the Stated Maturity Date” in , the definition First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (no less than 5.3%; provided, however, if Lessee exercises the Fourth Extension Option concurrently Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage 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) and Mortgage Borrower shall make a pro rata payment of the Mortgage Loan (subject to and in accordance with the First Extension Option, provisions of the words “one hundred eighty three (183Mortgage Loan Agreement) months after in an amount that would be sufficient such that the Rent Commencement Date” in the definition of “Scheduled Expiry Date” applicable Debt Yield test set forth above shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)satisfied;
(g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the Mortgage Loan, and (ii) with respect been entitled pursuant to the Second Extension Option, terms of 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”);
Mortgage Loan Documents to exercise such extension option and (iii) with respect paid any extension fee required pursuant to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects Mortgage Loan Agreement. If Borrower are unable 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 satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Agent shall remain in full force and effecthave no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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 November 7, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 7, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , 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 Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 7, 2024 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(a) (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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension OptionInterest 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) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(i) delivered with respect to the First Extension OptionReplacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)related Acknowledgment;
(iid) with respect 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 Extension OptionExtended Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement Date” as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, 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 connection with the Second Extension Option, applicable extension of the words “one hundred ninety five (195) months after the Rent Commencement Date” Term shall have been paid in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”)full;
(iiie) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)intentionally omitted; and
(ivf) If the Mortgage Loan and Mezzanine B Loan have not theretofore been repaid in full, Owner and Mezzanine B Borrower, respectively, shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the Mortgage Loan or Mezzanine B Loan, as applicable, and (ii) been entitled pursuant to the terms of the First Extension OptionMortgage Loan Documents or Mezzanine B Loan Documents, the Second Extension Option or the Third Extension Optionas applicable, 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”such extension option. 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 If Borrower is unable to satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7, Borrowers shall have the one-time option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Agent no earlier than ninety (90) days prior to the Stated Maturity Date and no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 11, 2020 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrowers shall have duly exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrowers shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 one-time option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Agent no earlier than ninety (90) days prior to the Stated Maturity Date and no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to August 11, 2021 (the “Second Extended Maturity Date”). Provided that Lessee exercises Borrowers’ right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension 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, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension Options”).):
(ba) In order to exercise any Extension Option, the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extendedno monetary Default, 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 material non-monetary Default nor any or Event of Default shall have occurred and be continuing on the date that Lessor receives notice Borrowers deliver the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no monetary Default, material non-monetary Default or Event of Lessee’s exercise Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) Borrowers shall (i) obtain and deliver to Agent not later than one (1) Business Day prior to the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect Agent shall have received a title continuation letter from the Scheduled Expiry Title Company (x) confirming that the Mortgage remains a valid first-priority Lien against each Property, subject only to Permitted Encumbrances, (y) showing title to the 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 Loan Documents, in a form reasonably satisfactory to Agent;
(d) All amounts due and payable by Borrowers and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Extended Maturity Date, as applicable, and all costs and expenses of Agent and Lenders, including fees and expenses of Agent’s and each Lender’s counsel, in connection with the Lease Loan and/or the applicable extension of the Term shall have been paid in full;
(e) On the date of delivery of the First Extension Notice or the Second Extension Notice, as applicable, Borrowers shall pay to Agent the applicable Extension Fee;
(f) There shall be automatically amended 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 value of any Property, as followsdetermined by Agent acting in its reasonable discretion;
(g) In connection with the exercise of the First Extension Option:
(i) with respect to the First Extension Option, Debt Yield as of the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” Stated Maturity Date shall be deemed replaced by equal to or greater than 10.0%, provided that Borrowers shall have the words “one hundred ninety five (195) months after right to repay a portion of the Rent Commencement Date” (providedOutstanding Principal Balance as of the Stated Maturity Date in an amount sufficient to satisfy the foregoing Debt Yield requirement, 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” which repayment amount shall be deemed replaced by calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the words “one hundred ninety eight (198) months after Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the Rent Commencement Date”);amount that Borrowers would otherwise be required to repay; and
(ii) the Loan 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 respect to the exercise of the Second Extension OptionOption only:
(i) the Debt Yield as of the First Extended Maturity Date shall be equal to or greater than 10.5%, provided that Borrowers shall have the words “one hundred ninety 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 (19575%), 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) months after the Rent Commencement Date” closing contemplated in the definition Pan Am PSA shall have been completed and in connection therewith, an amount of “Scheduled Expiry Date” 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 replaced 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 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”)Pan Am Purchaser;
(iiij) with respect 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 Extension Option and on Initial Maturity Date and the First Extended Maturity Date (except (i) to the Third Extension Optionextent 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) to the extent such representation or warranty is no longer true as a result of the passage of time, the words “two hundred seven (207) months after ordinary course of conduct of Borrowers, the Rent Commencement Date” sale of the Pan Am Property pursuant to the ▇▇▇ 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 definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”Loan Documents); and
(ivk) Guarantor continues to comply with the covenants contained in the event Lessee does not exercise any 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 pursuant to which Guarantor reaffirms all of its obligations under each Loan Document to which such Guarantor is a party in a form reasonably acceptable to Agent. If Borrowers are unable to satisfy all of the First Extension Optionforegoing conditions within the applicable time frames for each, Agent shall have no obligation to extend 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 force and effectapplicable Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (Pacific Office Properties Trust, Inc.)
Extension Options. Subject to the provisions of this Section 5, Borrower shall have (ai) Provided that Lessee shall not have theretofore exercised the Fourth Extension Optionoption (the FIRST EXTENSION OPTION), Lessor hereby grants Lessee by irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the right Initial Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry Initial Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2005 (the “First FIRST EXTENDED MATURITY DATE), (ii) the option (the SECOND EXTENSION OPTION), by delivering to Lender an Extension Option”). Provided that Lessee exercises Notice no later than thirty (30) days prior to the First Extension Option in accordance herewithExtended Maturity Date, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2006 (the “Fourth SECOND EXTENDED MATURITY DATE), and (iii) the option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Option,” and together with Notice no later than thirty (30) days prior to the First Extension OptionSecond Extended Maturity Date, to extend the Second Extension Option and Third Extension OptionExtended Maturity Date to November 9, 2007 (the “Extension Options”THIRD EXTENDED MATURITY DATE).
(b) In order . Borrower's right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder:
(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 i. No Monetary Default nor any or Event of Default shall have occurred and be continuing both on the date that Lessor receives notice of Lessee’s exercise Borrower delivers the Extension Notice and on the Initial Maturity Date (or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be);
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the Extension Option term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the one (1) year anniversary of such date occurs;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)related Acknowledgment;
(ii) with respect to iv. On or before the date immediately preceding 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 Extended Maturity Date and the Third Extended Maturity Date, as applicable, Borrower shall pay to Lender the Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any 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 force and effectFee.
Appears in 1 contract
Sources: Note (Maguire Properties Inc)
Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Protection Agreements and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise any 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 First Extension Option, the Second Extension Option or the Third Extension Option, but elects Mezzanine Loan Documents 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 force and effectsuch extension options.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right three (3) options to extend the Term Maturity Date of Component A of the Loan for consecutive one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 periods (the each, an “First Extension Option”). Provided that Lessee exercises In order to exercise the First Extension Option first such extension right, Borrower shall deliver to Lender written notice of such extension no earlier than ninety (90) days and no later than thirty (30) days before the Payment Date occurring in accordance herewithDecember 2014, and, upon giving of such notice of extension, and further provided that Lessee shall not have theretofore exercised subject to the Fourth Extension Option, Lessee shall have satisfaction of each of the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth below in this Section 2.3 2.3.6(b) on or before the applicable date specified below, the Component A Initial Maturity Date as theretofore in effect will be extended to the Component A First Extended Maturity Date. In order to exercise the second such extension right, Borrower shall deliver to Lender written notice of such extension no earlier than ninety (90) days and no later than thirty (30) days before the “Second Extension Option”). Provided that Lessee exercises Payment Date occurring in December 2015 and, upon the Second Extension Optiongiving of such notice of extension, and further provided that Lessee shall not have theretofore exercised subject to the Fourth Extension Option, Lessee shall have satisfaction of each of the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth below in this Section 2.3 2.3.6(b) on or before the applicable date specified below, the Component A Maturity Date as theretofore in effect will be extended to the Component A Second Extended Maturity Date. In order to exercise the third such extension right, Borrower shall deliver to Lender written notice of such extension no earlier than ninety (90) days and no later than thirty (30) days before the “Third Extension Option”). Lessee shall have an additional right Payment Date occurring in December 2016 and, upon the giving of such notice of extension, and subject to extend the Term for one three (3) month period from satisfaction of each of the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth below in this Section 2.3 (2.3.6(b) on or before the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Optionapplicable date specified below, the “Extension Options”)Component A Maturity Date as theretofore in effect will be extended to the Component A Third Extended Maturity Date.
(b) In order The Component A Maturity Date shall be extended pursuant to exercise any Extension Option, Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions must be are 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.
(iiiA) no Significant Default nor any Event of Default shall have occurred be in existence and be continuing either on the date that Lessor receives of Borrower’s notice of Lessee’s exercise of the Extension Option or on the then current Component A Maturity Date, (B) on or prior to the applicable Scheduled Expiry Date Component A Maturity Date, Borrower shall enter into an interest rate protection agreement (as determined without giving effect to Lessee’s exercise or extend the then existing Interest Rate Cap Agreement) through the term of the Extension Option).
applicable extension for the then outstanding principal balance of Component A and otherwise on substantially similar terms and conditions of the initial Interest Rate Cap Agreement entered into in connection with Component A and shall provide with respect to any new Interest Rate Cap Agreement an assignment of interest rate cap agreement with respect thereto in the form of the Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the counterparty with respect thereto, each reasonably acceptable to Lender and (c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(iC) with respect to the First exercise of the third Extension OptionOption only, the words “one hundred eighty three (183) months after Extension Debt Yield based upon the Rent Commencement Date” in period ending on 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, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any last day of the First Extension Option, calendar month immediately preceding the Second Extension Option calendar month in which the then current Component A Maturity Date occurs shall equal or the Third Extension Option, but elects to exercise the Fourth Extension Option, the words “one hundred eighty three exceed seventeen and one-half percent (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 force and effect17.50%).
Appears in 1 contract
Sources: Loan Agreement (ESH Hospitality LLC)
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 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, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , 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 Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to May 1, 2024 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension OptionInterest 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) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(i) delivered with respect to the First Extension OptionReplacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)related Acknowledgment;
(iid) 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 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 and the Third Extension Option, the words “two hundred seven Debt Yield for the twelve (20712) full calendar months after ending on the Rent Commencement Date” last day of the month preceding the month in which the definition of “Scheduled Expiry Date” Second Extended Term or Third Extended Term, as applicable, is to commence shall be deemed replaced by the words “two hundred nineteen equal or exceed eleven and one-half percent (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)11.5)%; and
(ivg) If the Mortgage Loan has not theretofore been repaid in full, Owner shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the Mortgage Loan, and (ii) been entitled pursuant to the terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects Mortgage Loan Documents 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”such extension option. 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 If Borrower is unable to satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave 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 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Fourth Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionFourth Mezzanine Note A-1-a, the Second Extension Option or Fourth Mezzanine Note A-2-a, and the Third Extension Option, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents and effectthe Senior Mezzanine Loan Documents to exercise such extension options.
Appears in 1 contract
Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right option to extend the Term term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (1) year from each successive term, an “Extension Term”). Borrower shall have the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to March 9, 2021 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2022 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three Second Extended Maturity Date to March 9, 2023 (3) month period from the then applicable Scheduled Expiry Date in accordance with “Third Extended Maturity Date”). In the terms and conditions set forth in this Section 2.3 event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option,” and together with the First Extension Option”), Second Extension Option and Third Extension Option, by written notice (the “Fourth Extension OptionsNotice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 9, 2024 (the “Fourth Extended Maturity Date”).
(b) . In order to exercise any Extension Option, the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor event Borrower 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 exercised the Fourth Extension Option, not Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than fifteen thirty (1530) months days prior to the Scheduled Expiry Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date as extendedto March 9, Lessor shall have received a written notice from Lessee stating that it is exercising 2025 (the Extension Option, which notice once given “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be irrevocable.]subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(iia) 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.
(iiii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition related Acknowledgment and shall deliver to Lender an executed Collateral Assignment 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”)Interest Rate Protection Agreement;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the Second Extension Optionother Loan Documents as of the Stated Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement First Extended Maturity Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any of the First Extension Option, the Second Extension Option or Extended Maturity Date, the Third Extension Option, but elects to exercise Extended Maturity Date and the Fourth Extension OptionExtended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the words “one hundred eighty three (183) months after Loan and/or 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 applicable extension of the Lease Term shall remain have been paid in full force and effectfull.
(e) 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 hereunder.
Appears in 1 contract
Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to March 9, 2018 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2019 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to March 9, 2020 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtended Maturity Date”).
(b) In order . Borrower’s right to exercise any Extension Option, so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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 that Lessor receives notice of Lessee’s exercise applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition related Acknowledgment and shall deliver to Lender an executed Collateral Assignment 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”)Interest Rate Protection Agreement;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, and the Second Extension OptionExtended Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement Date” as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, 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 connection with the Second Extension Option, Loan and/or the words “one hundred ninety five (195) months after applicable extension of the Rent Commencement Date” Term shall have been paid in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);full.
(iiie) with respect If Borrower is unable to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any satisfy all of the First Extension Optionforegoing conditions within the applicable time frames for each, Lender shall have no obligation to extend 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 force and effectMaturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 2.7, Borrower shall have the option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to May 1, 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to May 1, 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to May 1, 2019 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(a) (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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry 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 without giving effect by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to Lessee’s exercise of the Extension Option).requirements hereunder;
(c) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, be delivered with effect from respect to the Scheduled Expiry 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 Lease 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 be automatically amended as follows:have been paid in full;
(ie) with respect to the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition exercise 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, Borrower shall pay to Lender the words “one hundred ninety five (195) months after Extension Fee on the Rent Commencement First Extended Maturity 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) and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the words “two hundred seven Extension Fee on the Second Extended Maturity Date;
(207f) months (i) the Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Extension Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, and (ii) after the Rent Commencement Approved Mezzanine Closing Date” in , the definition Aggregate Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of “Scheduled Expiry Date” February of the applicable calendar year) shall be deemed replaced by no less than the words “two hundred nineteen (219) months after applicable Minimum Aggregate Debt Yield as of the Rent Commencement Date” (provided, however, if Lessee exercises first day of the Fourth Extension Option concurrently with Second Extended Term or the first day of the Third Extension OptionExtended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the words “two hundred seven (207Approved Mezzanine Borrower as permitted by Section 2.4.2(a) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”or Section 2.4.2(b); and
(ivg) in Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the applicable Mortgage Loan and the Approved Mezzanine Loan and (ii) been entitled pursuant to the terms of the First Extension OptionMortgage Loan Documents and Approved Mezzanine Loan Documents, the Second Extension Option or the Third Extension Optionas applicable, but elects to exercise such extension option and (iii) paid any extension fee required pursuant to 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 terms of the Lease 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 remain in full force and effecthave 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 5, Borrower shall have (ai) Provided that Lessee shall not have theretofore exercised the Fourth Extension Optionoption (the FIRST EXTENSION OPTION), Lessor hereby grants Lessee by irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the right Initial Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry Initial Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2005 (the “First FIRST EXTENDED MATURITY DATE), (ii) the option (the SECOND EXTENSION OPTION), by delivering to Lender an Extension Option”). Provided that Lessee exercises Notice no later than thirty (30) days prior to the First Extension Option in accordance herewithExtended Maturity Date, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 9, 2006 (the “Fourth Second Extended Maturity Date), and (iii) the option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Option,” and together with Notice no later than thirty (30) days prior to the First Extension OptionSecond Extended Maturity Date, to extend the Second Extension Option and Third Extension OptionExtended Maturity Date to November 9, 2007 (the “Extension Options”THIRD EXTENDED MATURITY DATE).
(b) In order . Borrower's right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder:
(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 i. No Monetary Default nor any or Event of Default shall have occurred and be continuing both on the date that Lessor receives notice of Lessee’s exercise Borrower delivers the Extension Notice and on the Initial Maturity Date (or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be);
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the Extension Option term of the Loan as extended one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the one (1) year anniversary of such date occurs;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Replacement Interest Rate Agreement and the related Acknowledgment;
iv. On or before the date immediately preceding the Second Extended Maturity Date and the Third Extended Maturity Date, as applicable, Borrower shall pay to Lender the Extension Option, Fee.
v. Mortgage Borrower shall have (x) timely exercised the words “one hundred eighty three extension option to extend the Loan (183Mortgage) months after the Rent Commencement Date” contained in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five Mortgage Note, (195y) 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 been entitled pursuant to the Second Extension Option, terms of the words “one hundred ninety five Loan Documents (195Mortgage) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven to exercise such extension option and (207z) 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 paid any extension fee required pursuant to the Third Extension Option, terms of the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)Mortgage Note; and
(iv) in the event Lessee does not 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 force and effect.
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Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right option to extend the Term term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (1) year from each successive term, an “Extension Term”). Borrower shall have the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to January 9, 2022 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to January 9, 2023 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three Second Extended Maturity Date to January 9, 2024 (3) month period from the then applicable Scheduled Expiry Date in accordance with “Third Extended Maturity Date”). In the terms and conditions set forth in this Section 2.3 event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option,” and together with the First Extension Option”), Second Extension Option and Third Extension Option, by written notice (the “Fourth Extension OptionsNotice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to January 9, 2025 (the “Fourth Extended Maturity Date”).
(b) . In order to exercise any Extension Option, the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor event Borrower 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 exercised the Fourth Extension Option, not Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than fifteen thirty (1530) months days prior to the Scheduled Expiry Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date as extendedto January 9, Lessor shall have received a written notice from Lessee stating that it is exercising 2026 (the Extension Option, which notice once given “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be irrevocable.]subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(iia) 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.
(iiii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition related Acknowledgment and shall deliver to Lender an executed Collateral Assignment 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”)Interest Rate Protection Agreement;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the Second Extension Optionother Loan Documents as of the Stated Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement First Extended Maturity Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any of the First Extension Option, the Second Extension Option or Extended Maturity Date, the Third Extension Option, but elects to exercise Extended Maturity Date and the Fourth Extension OptionExtended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the words “one hundred eighty three (183) months after Loan and/or 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 applicable extension of the Lease Term shall remain have been paid in full force and effectfull.
(e) 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 hereunder.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Third Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not extension option to extend the terms of Third Mezzanine Note A-1-b, Third Mezzanine Note A-2-a, and Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise any 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 First Extension OptionMortgage Loan Documents, the Second Extension Option or Senior Mezzanine Loan Documents and the Third Extension Option, but elects Junior Mezzanine Loan Documents 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 force and effect.such extension options;
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Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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 thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to March 9, 2017 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2018 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to March 9, 2019 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension OptionsExtended Maturity Date”).
(b) In order . Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(a) (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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default or Event of Lessee’s exercise Default shall have occurred and be continuing on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable;
(b) Borrower shall (i) obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the Extension Option 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, which Replacement Interest Rate Cap Agreement(s) shall (A) effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs, (B) have a strike rate equal to the Extension Option).Strike Price, and (C) be otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three related Acknowledgment 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 (1835) months Business Days after the Rent Commencement Stated Maturity Date” in the definition of “Scheduled Expiry , First Extended Maturity Date or Second Extended Maturity 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”)as applicable;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extension OptionExtended Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement Date” as applicable, and all outstanding costs and expenses of Lender, including reasonable fees and expenses of Lender’s counsel, 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 connection with the Second Extension Option, Loan and/or the words “one hundred ninety five (195) months after applicable extension of the Rent Commencement Date” Term shall have been paid in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)full; and
(ive) in if a New Mezzanine Loan is then outstanding, such borrower under the event Lessee does not exercise any New Mezzanine Loan shall have (i) timely exercised the extension option to extend the New Mezzanine Loan, and (ii) been entitled pursuant to the terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects New Mezzanine Loan Documents to exercise such extension option and (iii) paid any extension fee required pursuant to 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 terms of the Lease mezzanine note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Stated Maturity Date hereunder.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Fourth Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionFourth Mezzanine Note A-1-a, the Second Extension Option or Fourth Mezzanine Note A-1-b, and the Third Extension Option, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents and effectthe Senior Mezzanine Loan Documents to exercise such extension options.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Fourth Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionFourth Mezzanine Note A-1-b, the Second Extension Option or Fourth Mezzanine Note A-2-a, and the Third Extension Option, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents and effectthe Senior Mezzanine Loan Documents to exercise such extension options.
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Extension Options. 41.01 Provided that, at the time of delivery of the applicable Extension Notice (as hereinafter defined) and on the Expiration Date and/or the First Extended Term Expiration Date, as applicable, this lease shall be in full force and effect and without default (after the expiration of any applicable notice and cure period) of any of the 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 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 First Extended 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 of the terms, covenants and 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 the 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, 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 the Independent Broker and all costs incurred in connection with the 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 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.
(a) Provided that Lessee shall not have theretofore exercised the Fourth Extension OptionIf, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with and subject to, all of the terms terms, covenants and conditions set forth contained in this Section 2.3 (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 Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewithExtended Term Expiration Date” and Second Extended Term Expiration Date, as applicable, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”term of this lease” (and comparable words). Provided that Lessee exercises , shall mean the Second Extension Optioninitial term of this lease, and further provided that Lessee shall not have theretofore exercised as extended by the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension Options”)Extended Term.
(b) In order to exercise any Extension Option, Time is of the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date essence 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 Tenant with respect to the Fourth Extension Optionnotice and other provisions set forth in this Article. Tenant’s notice to Landlord shall be irrevocable, not later than fifteen (15) months and, in the event of such notice, Tenant shall be liable for the fixed rent, during the applicable Extended Term. Notwithstanding anything to the contrary contained herein, if at any time this lease is terminated prior to the Scheduled Expiry Date as extendedexpiration of the initial term hereof, Lessor shall have received a written notice from Lessee stating that it is exercising then, without the Extension Option, which notice once given shall be irrevocable.]
(ii) Promptly after such requirement of any notice, Lessee shall deliver Tenant’s option to Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, extend the term as Lessor may reasonably requestset forth herein is likewise terminated.
(iii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise of the Extension Option or on the then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of the Extension Option).
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(i) with respect to 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 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, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any 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 force and effect.
Appears in 1 contract
Sources: Lease (American Realty Capital New York Recovery Reit Inc)
Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 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, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , 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 Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to May 1, 2024 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension OptionInterest 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) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(i) delivered with respect to the First Extension OptionReplacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)related Acknowledgment;
(iid) 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 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 and the Third Extension Option, the words “two hundred seven Debt Yield for the twelve (20712) full calendar months after ending on the Rent Commencement Date” last day of the month preceding the month in which the definition of “Scheduled Expiry Date” Second Extended Term or Third Extended Term, as applicable, is to commence shall be deemed replaced by the words “two hundred nineteen equal or exceed eleven and one-half percent (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)11.5)%; and
(ivg) Mezzanine Borrower, to the extent the Mezzanine Loan has not theretofore been repaid in full, shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the Mezzanine Loan, and (ii) been entitled pursuant to the terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects Mezzanine Loan Documents 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”such extension option. 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 If Borrower is unable to satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Maturity Date.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (athe First Extension Option), by irrevocable written notice (the First Extension Notice) Provided that Lessee delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall not have theretofore exercised the Fourth First Extension Option, Lessor hereby grants Lessee Mezzanine Borrower shall have the right option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the Term for one (1) year from the Scheduled Expiry First Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 10, 2011 (the “First Extension Option”Second Extended Maturity Date). Provided that Lessee exercises In the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee event Mezzanine Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Mezzanine Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 12, 2012 (the “Fourth Extension Option,” and together with Third Extended Maturity Date). Mezzanine Borrower's right to so extend the First Extension Option, Second Extension Option and Third Extension Option, Maturity Date shall be subject to the “Extension Options”).
(b) In order to exercise any Extension Option, satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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) i. no Significant Noticed Default nor any or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the date Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that Lessor receives notice of Lessee’s exercise 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 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;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise of the applicable Extension Option).) and ending no earlier than the applicable extended Maturity Date;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease iii. Mezzanine Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Interest Rate Cap Agreement (Third Mezzanine) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);
(ii) with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)related Acknowledgments; and
(iv) in . Mezzanine Borrower shall have timely exercised the event Lessee does not exercise any extension option to extend the terms of the First Extension OptionThird Mezzanine Note A-1-a, the Second Extension Option or Third Mezzanine Note A-1-b, and the Third Extension OptionMezzanine Note A-2-a, but elects 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 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 terms of the Lease shall remain in full force Mortgage Loan Documents, Senior Mezzanine Loan Documents and effect.Junior Mezzanine Loan Documents to exercise such extension options;
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Extension Options. (a) Provided that Lessee Borrower shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right option to extend the Term term of the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (1) year from each successive term, an “Extension Term”). Borrower shall have the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “First Extension Option”), by written notice (the “First Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to December 9, 2020 (the “First Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to December 9, 2021 (the “Second Extended Maturity Date”). Provided that Lessee exercises In the event Borrower shall have exercised the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , by written notice (the “Third Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Term for one three Second Extended Maturity Date to December 9, 2022 (3) month period from the then applicable Scheduled Expiry Date in accordance with “Third Extended Maturity Date”). In the terms and conditions set forth in this Section 2.3 event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option,” and together with the First Extension Option”), Second Extension Option and Third Extension Option, by written notice (the “Fourth Extension OptionsNotice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to December 9, 2023 (the “Fourth Extended Maturity Date”).
(b) . In order to exercise any Extension Option, the following conditions must be satisfied:
(i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor event Borrower 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 exercised the Fourth Extension Option, not Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than fifteen thirty (1530) months days prior to the Scheduled Expiry Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date as extendedto December 9, Lessor shall have received a written notice from Lessee stating that it is exercising 2024 (the Extension Option, which notice once given “Fifth Extended Maturity Date”). Borrower’s right to so extend the applicable Maturity Date shall be irrevocable.]subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
(iia) 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.
(iiii) no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise applicable Extension Date;
(b) Borrower shall (i) obtain and deliver to Lender not later than the first day of the Extension Option term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing on the Business Day immediately following the then applicable Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension Option).Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
(c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease Borrower shall be automatically amended as follows:
(i) deliver a Counterparty Opinion with respect to the First Extension Option, Replacement Interest Rate Cap Agreement and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition related Acknowledgment and shall deliver to Lender an executed Collateral Assignment 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”)Interest Rate Protection Agreement;
(iid) with respect All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the Second Extension Optionother Loan Documents as of the Stated Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement First Extended Maturity Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);
(iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and
(iv) in the event Lessee does not exercise any of the First Extension Option, the Second Extension Option or Extended Maturity Date, the Third Extension Option, but elects to exercise Extended Maturity Date and the Fourth Extension OptionExtended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the words “one hundred eighty three (183) months after Loan and/or 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 applicable extension of the Lease Term shall remain have been paid in full force and effectfull.
(e) 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 hereunder.
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Extension Options. (a) Provided that Lessee shall not have theretofore exercised Subject to the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in provisions of this Section 2.3 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 November 7, 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised the First Extension Option in accordance herewith, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Second Extension Option”), by written notice (the “Second Extension Notice”) delivered to Lender no later than ten (10) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 7, 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). Provided that Lessee exercises In the event Borrower shall have exercised each of the First Extension Option and the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee Borrower shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 option (the “Third Extension Option”). Lessee shall have an additional right , 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 Term for one three (3) month period from the then applicable Scheduled Expiry Second Extended Maturity Date in accordance with the terms and conditions set forth in this Section 2.3 to November 7, 2024 (the “Fourth Extension Option,” Third Extended Maturity Date”, and together with the First Extension Option, Second Extension Option and Third Extension Optionsuch extended term, the “Extension OptionsThird 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 (b) In order excluding breakage costs). Borrower’s right to exercise any Extension Option, so extend the Maturity Date shall be subject to the satisfaction of the following conditions must be satisfiedprecedent prior to each extension hereunder:
(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 that Lessor receives notice Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Event of Lessee’s exercise 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 Extension Option 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 Scheduled Expiry Maturity Date (as determined without prior to giving effect to Lessee’s exercise the applicable Extension Option) and ending on the last day of the Extension OptionInterest 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) If Lessee elects Borrower shall cause a Counterparty Opinion to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:
(i) delivered with respect to the First Extension OptionReplacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”)related Acknowledgment;
(iid) with respect 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 Extension OptionExtended Maturity Date, the words “one hundred ninety five (195) months after the Rent Commencement Date” as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, 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 connection with the Second Extension Option, applicable extension of the words “one hundred ninety five (195) months after the Rent Commencement Date” Term shall have been paid in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”)full;
(iiie) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”)intentionally omitted; and
(ivf) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the event Lessee does not exercise any extension option to extend the applicable Mezzanine Loan, and (ii) been entitled pursuant to the terms of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects applicable Mezzanine Loan Documents 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”such extension option. 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 If Borrower is unable to satisfy all other provisions of the Lease foregoing conditions within the applicable time frames for each, Lender shall remain in full force and effecthave no obligation to extend the Maturity Date.
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