First Extension. a. Subject to the conditions stated in Subsection 1c below, Lender and Borrower agree that the Maturity Date is extended from the stated Maturity Date to the First Extended Maturity Date. All references to the Maturity Date in the Loan Documents are hereby changed to refer to the Stated Maturity Date as extended to the First Extended Maturity Date. b. Borrower agrees that Borrower shall continue to make monthly payments as provided under the Loan Agreement and Note on each Monthly Payment Date up to and including the First Extended Maturity Date. c. The Lender’s consent to the First Extension is subject to the satisfaction of the following conditions, all of which shall be satisfied on or before 5:00 pm EST on 15584026_1 February 9, 2016, other than the condition set forth below in subsection iv which shall be satisfied on or before 5:00 pm EST on February 23, 2016: i. An original copy of this Agreement executed by Borrower shall be delivered to Lender (provided, that Lender shall accept an electronic copy with an original to follow by overnight delivery); ii. Borrower has provided to Lender one or more Replacement Interest Rate Cap Agreements from a Counterparty reasonably acceptable to Lender having the Minimum Counterparty Rating meeting the requirements of Section 2.8 of the Loan Agreement which shall be effective commencing on the first day of the first Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period related to the First Extended Maturity Date; for the avoidance of doubt, the Strike Rate of such Replacement Interest Rate Cap Agreements shall be 0.293%; iii. Borrower and Counterparty shall have executed and delivered a replacement Collateral Assignment of Interest Rate Protection Agreement based on the document executed in connection with the closing of the Loan and otherwise reasonably acceptable to Lender; iv. Borrower has provided an acceptable replacement opinion from counsel for the Counterparty for the Replacement Interest Rate Cap Agreement meeting the requirements of Section 2.8(f) of the Loan Agreement; v. Borrower shall have delivered a principal prepayment of $6,266,010.05 to Lender (together with any applicable Interest Shortfall), which the parties acknowledge and agree will enable Borrower to meet a Debt Yield of not less than 7.25% as required under Section 2.9(e) of the Loan Agreement; vi. Lender shall have received satisfactory evidence that Mortgage Borrower has exercised the first Mortgage Loan Extension Option in accordance with the terms of the Mortgage Loan Agreement; vii. Lender shall have received satisfactory evidence that Mezzanine B Borrower has exercised the first Mezzanine B Extension Option in accordance with the terms of the Mezzanine B Loan Agreement; and viii. Borrower shall have paid all amounts due and payable by Borrower pursuant to the Loan Documents as of the stated Maturity Date and all outstanding out-of-pocket costs and expenses of Lender incurred in connection with the First Extension, including reasonable legal fees and expenses of the Lender’s counsel. Lender’s wiring instructions for the payment of the amounts due under Subsection (v) above and this Subsection (viii) are attached hereto as Exhibit A.
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First Extension. a. Subject to the conditions stated in Subsection 1c below, Lender and Borrower agree that the Maturity Date is extended from the stated Maturity Date to the First Extended Maturity Date. All references to the Maturity Date in the Loan Documents are hereby changed to refer to the Stated Maturity Date as extended to the First Extended Maturity Date.
b. Borrower agrees that Borrower shall continue to make monthly payments as provided under the Loan Agreement and Note on each Monthly Payment Date up to and including the First Extended Maturity Date.
c. The Lender’s consent to the First Extension is subject to the satisfaction of the following conditions, all of which shall be satisfied on or before 5:00 pm EST on 15584026_1 February 9, 2016, other than the condition set forth below in subsection iv which shall be satisfied on or before 5:00 pm EST on February 23, 2016:
i. An original copy of this Agreement executed by Borrower shall be delivered to Lender (provided, that Lender shall accept an electronic copy with an original to follow by overnight delivery);
ii. Borrower has provided to Lender one or more Replacement Interest Rate Cap Agreements from a Counterparty reasonably acceptable to Lender having the Minimum Counterparty Rating meeting the requirements of Section 2.8 of the Loan Agreement which shall be effective commencing on the first day of the first Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period related to the First Extended Maturity Date; for the avoidance of doubt, the Strike Rate of such Replacement Interest Rate Cap Agreements shall be 0.293%;
iii. Borrower and Counterparty shall have executed and delivered a replacement Collateral Assignment of Interest Rate Protection Agreement based on the document executed in connection with the closing of the Loan and otherwise reasonably acceptable to Lender;
iv. Borrower has provided an acceptable replacement opinion from counsel for the Counterparty for the Replacement Interest Rate Cap Agreement meeting the requirements of Section 2.8(f) of the Loan Agreement;
v. Borrower shall have delivered a principal prepayment of $6,266,010.05 3,133,005.02 to Lender (together with any applicable Interest Shortfall), which the parties acknowledge and agree will enable Borrower to meet a Debt Yield of not less than 7.25% as required under Section 2.9(e) of the Loan Agreement;
vi. Lender shall have received satisfactory evidence that Mortgage Borrower has exercised the first Mortgage Loan Extension Option in accordance with the terms of the Mortgage Loan Agreement;
vii. Lender shall have received satisfactory evidence that Mezzanine B A Borrower has exercised the first Mezzanine B A Extension Option in accordance with the terms of the Mezzanine B A Loan Agreement; and
viii. Borrower shall have paid all amounts due and payable by Borrower pursuant to the Loan Documents as of the stated Maturity Date and all outstanding out-of-pocket costs and expenses of Lender incurred in connection with the First Extension, including reasonable legal fees and expenses of the Lender’s counsel. Lender’s wiring instructions for the payment of the amounts due under Subsection (v) above and this Subsection (viii) are attached hereto as Exhibit A.
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First Extension. a. Subject If each of the following conditions is satisfied (to the conditions stated reasonable satisfaction of Lender), then, Borrower may, at Borrower’s option, elect to extend the Final Maturity Date (as defined in Subsection 1c belowthe Promissory Note from March 14, 2021 (the “Original Maturity Date”) to March 14, 2022 (the “First Extended Maturity Date”):
a. As of the Original Maturity Date, there shall exist no Default or Potential Default;
b. As of the Original Maturity Date, there shall exist no material adverse change with respect to any of the Collateral or with respect to the financial condition of Borrower or Guarantor;
c. Borrower shall give Lender written notice of Borrower’s election to extend the Original Maturity Date at least 30 days prior to the Original Maturity Date, which notice shall include a certification by Borrower that no Default or Potential {A17/04114/0107/W1540274.1 } Default exists;
d. Borrower shall pay to Lender an extension fee in an amount equal to 0.25% of the unpaid balance of the Loan on the Original Maturity Date;
e. Borrower shall execute and deliver, or cause to be executed and delivered, to Lender such documents as Lender may request, including, without limitation, estoppel certificates signed by the Tenants;
f. Borrower agree that shall pay, or reimburse Lender upon demand for, all costs, expenses, fees and attorney fees incurred by Lender in connection with the extension of the Original Maturity Date; and
g. The unpaid principal balance of the Loan shall not exceed sixty percent (60%) of the fair market value of the Property as determined by a new independent professional appraisal (paid for by Borrower) ordered and approved by Lender. If the Original Maturity Date is extended from so extended, then, after the stated Original Maturity Date to Date, the Note shall be payable as follows: the unpaid balance of the Note (unpaid principal and unpaid accrued interest as of the Original Maturity Date) shall be due and payable in equal monthly installments of principal and interest (the amount of such installments shall be calculated based on a 25-year amortization and based on an interest rate of 5.0% per annum) payable on the first day of each month, beginning on April 1, 2021 and continuing regularly thereafter until the First Extended Maturity Date. All references to the Maturity Date in the Loan Documents are hereby changed to refer to the Stated Maturity Date as extended to the First Extended Maturity Date.
b. Borrower agrees that Borrower shall continue to make monthly payments as provided under the Loan Agreement , when all unpaid accrued interest and Note on each Monthly Payment Date up to and including the First Extended Maturity Date.
c. The Lender’s consent to the First Extension is subject to the satisfaction of the following conditions, all of which unpaid principal shall be satisfied on or before 5:00 pm EST on 15584026_1 February 9, 2016, other than the condition set forth below in subsection iv which shall be satisfied on or before 5:00 pm EST on February 23, 2016:
i. An original copy of this Agreement executed by Borrower shall be delivered to Lender (provided, that Lender shall accept an electronic copy with an original to follow by overnight delivery);
ii. Borrower has provided to Lender one or more Replacement Interest Rate Cap Agreements from a Counterparty reasonably acceptable to Lender having the Minimum Counterparty Rating meeting the requirements of Section 2.8 of the Loan Agreement which shall be effective commencing on the first day of the first Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period related to the First Extended Maturity Date; for the avoidance of doubt, the Strike Rate of such Replacement Interest Rate Cap Agreements shall be 0.293%;
iii. Borrower and Counterparty shall have executed and delivered a replacement Collateral Assignment of Interest Rate Protection Agreement based on the document executed in connection with the closing of the Loan and otherwise reasonably acceptable to Lender;
iv. Borrower has provided an acceptable replacement opinion from counsel for the Counterparty for the Replacement Interest Rate Cap Agreement meeting the requirements of Section 2.8(f) of the Loan Agreement;
v. Borrower shall have delivered a principal prepayment of $6,266,010.05 to Lender (together with any applicable Interest Shortfall), which the parties acknowledge and agree will enable Borrower to meet a Debt Yield of not less than 7.25% as required under Section 2.9(e) of the Loan Agreement;
vi. Lender shall have received satisfactory evidence that Mortgage Borrower has exercised the first Mortgage Loan Extension Option in accordance with the terms of the Mortgage Loan Agreement;
vii. Lender shall have received satisfactory evidence that Mezzanine B Borrower has exercised the first Mezzanine B Extension Option in accordance with the terms of the Mezzanine B Loan Agreement; and
viii. Borrower shall have paid all amounts due and payable by Borrower pursuant to the Loan Documents as of the stated Maturity Date and all outstanding out-of-pocket costs and expenses of Lender incurred in connection with the First Extension, including reasonable legal fees and expenses of the Lender’s counsel. Lender’s wiring instructions for the payment of the amounts due under Subsection (v) above and this Subsection (viii) are attached hereto as Exhibit A.full.
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First Extension. a. Subject to the conditions stated in Subsection 1c below, Lender and Borrower agree that the Maturity Date is extended from the stated Maturity Date to the First Extended Maturity Date. All references to the Maturity Date in the Loan Documents are hereby changed to refer to the Stated Maturity Date as extended to the First Extended Maturity Date.
b. Borrower agrees that Borrower shall continue to make monthly payments as provided under the Loan Agreement and Note on each Monthly Payment Date up to and including the First Extended Maturity Date.
c. The Lender’s consent to the First Extension is subject to the satisfaction of the following conditions, all of which shall be satisfied on or before 5:00 pm EST on 15584026_1 February 9, 2016, other than the condition set forth below in subsection iv which shall be satisfied on or before 5:00 pm EST on February 2324, 2016:
i. An original copy of this Agreement executed by Borrower shall be delivered to Lender (provided, that Lender shall accept an electronic copy with an original to follow by overnight delivery);
ii. Borrower has provided to Lender one or more Replacement Interest Rate Cap Agreements from a Counterparty reasonably acceptable to Lender having the Minimum Counterparty Rating meeting the requirements of Section 2.8 of the Loan Agreement which shall be effective commencing on the first day of the first Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period related to the First Extended Maturity Date; for the avoidance of doubt, the Strike Rate of such Replacement Interest Rate Cap Agreements shall be 0.293%;LEGAL02/36162779v3
iii. Borrower and Counterparty shall have executed and delivered a replacement Collateral Assignment of Interest Rate Protection Agreement based on the document executed in connection with the closing of the Loan and otherwise reasonably acceptable to Lender;
iv. Borrower has provided an acceptable replacement opinion from counsel for the Counterparty for the Replacement Interest Rate Cap Agreement meeting the requirements of Section 2.8(f) of the Loan Agreement;
v. Borrower shall have delivered a principal prepayment of $6,266,010.05 18,798,030.13 to Lender (together with any applicable Interest Shortfall), which the parties acknowledge and agree will enable Borrower to meet a Debt Yield of not less than 7.25% as required under Section 2.9(e) of the Loan Agreement;
vi. Lender shall have received satisfactory evidence that Mortgage Mezzanine A Borrower has exercised the first Mortgage Loan Mezzanine A Extension Option in accordance with the terms of the Mortgage Mezzanine A Loan Agreement;
vii. Lender shall have received satisfactory evidence that Mezzanine B Borrower has exercised the first Mezzanine B Extension Option in accordance with the terms of the Mezzanine B Loan Agreement; and
viii. Borrower shall have paid all amounts due and payable by Borrower pursuant to the Loan Documents as of the stated Maturity Date and all outstanding out-of-pocket costs and expenses of Lender incurred in connection with the First Extension, including reasonable legal fees and expenses of the Lender’s counsel. Lender’s wiring instructions for the payment of the amounts due under Subsection (v) above and this Subsection (viii) are attached hereto as Exhibit A.
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