Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior 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 (the First Extension Option), by irrevocable written notice (the First Extension Notice) 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Fourth Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Fourth Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Fourth Mezzanine Note A-2-ba, and the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior the 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 (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11September 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10September 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12September 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) the Debt Yield as of the most recent Calculation Date is at least equal to or greater than the Closing Date Debt Yield;
(d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (e) 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 Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (American Residential Properties, Inc.)
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11January 9, 2010 2022 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10January 9, 2011 2023 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12January 9, 2012 2024 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) 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”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, 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 thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to January 9, 2026 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full.
(e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, Third Mezzanine Note A-2-a, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, each Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options;
Appears in 1 contract
Extension Options. Subject (a) Borrower will have a one (1) time option to extend (the “First Extension Option”) the Initial Maturity Date to the provisions First Extended Maturity Date, if (and only if) each of this Section 5the following conditions (collectively, Mezzanine the “First Extension Conditions”) have been satisfied within the applicable time periods:
(i) Borrower shall have the option (the First Extension Option), by irrevocable delivered to Lender written notice (the “First Extension Notice”) delivered of Borrower’s decision to Mezzanine Lender extend the Initial Maturity Date pursuant to this Section 1.14(a) no later earlier than thirty one hundred twenty (30120) days and no less than sixty (60) days prior to the Initial Maturity Date. The First Extension Notice, upon its delivery to extend the Maturity Date Lender, shall be irrevocable subject to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised and provided the First Extension Option, Mezzanine Update Appraisal Requirement (as hereinafter defined) is satisfied; and
(ii) At the time Borrower shall have the 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 gives the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, no Event of Default shall exist as certified by Borrower to Lender in a Certificate of No Event of Default to be executed by Borrower in favor of Lender dated and delivered to Lender as of the First Extended Initial Maturity Date and Date; and
(iii) On or before the Second Extended Initial Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised shall have paid or provided Lender sufficient funds for the applicable payment of all Loan Expenses incurred by Lender in connection with the First Extension Option and a Noticed Default is pending at including, without limitation, 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 (First Extension Option Fee and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur cost of the First Extended Maturity DateExtension Update Appraisal; and
(iv) Upon receipt of the First Extension Notice, Lender shall order a current appraisal of the Second Extended Property at Borrower’s expense (the “First Extension Update Appraisal”). It is a condition precedent to Borrower’s exercise of the First Extension Option that the then outstanding principal balance of the Loan on the date of the First Extension Notice shall not exceed Fifty Percent (50%) of the “as is” appraised value of the Property as reasonably determined by Lender (the “First Extension Update Appraisal Requirement”). In the event that the First Extension Update Appraisal Requirement is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date or in such amount as determined by Lender so that 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 outstanding principal balance of the Loan as extended of 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 Initial Maturity Date shall not exceed Fifty Percent (prior to giving effect to 50%) of the applicable Extension Option) and ending no earlier than “as is” appraised value of the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsProperty as reasonably determined by Lender; and
iv. Mezzanine (v) Concurrently with the First Extension Notice, Borrower shall have timely exercised delivered to Lender a duly completed Borrower’s Covenant Compliance Certificate certified as true and correct by an appropriate officer of the extension option Managing Member of Borrower, containing a computation and a confirmation that the Property has a Debt Service Coverage Ratio of not less than 1.45:1.00, as of the date of the First Extension Notice, together with such supporting documentation necessary for Lender to extend determine such compliance. In the event that the foregoing Debt Service Coverage Ratio is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date in such amount as determined by Lender that is necessary for the Property to meet the foregoing Debt Service Coverage Ratio; and
(vi) Each representation and warranty made in the Loan Documents by a Loan Party shall continue to be true and correct in all material respects as if remade on the Initial Maturity Date; and
(vii) On or before the Initial Maturity Date, each Loan Party shall have delivered to Lender its most current financial statements certified by an appropriate officer of the Managing Member of Borrower for Borrower and by an appropriate officer of Guarantor for Guarantor showing no Material Adverse Change and a certification from such Loan Party that since the date of such statements there has been no Material Adverse Change; and
(viii) On or before the Initial Maturity Date, each Loan Party shall have delivered such documents reasonably required by Lender in connection with the First Extension Option, including, without limitation, a reaffirmation of the Guaranty (on a form acceptable to Lender). In the event that any of the foregoing First Extension Conditions is not satisfied strictly in accordance with the terms of the Third Mezzanine Note A-1-ahereof or waived by Lender in writing, the Third Mezzanine Note A-1-bFirst Extension Option shall be null and void, and the Third Mezzanine Note A-2-b, and been entitled pursuant to Loan shall mature on the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Initial Maturity Date.
Appears in 1 contract
Sources: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Fourth Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Fourth Mezzanine Note A-1-b, and the Third Fourth Mezzanine Note A-2-ba, and the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior the Senior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Extension Options. Subject 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 the provisions of this Section 5be observed or performed by Tenant hereunder, Mezzanine Borrower 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), Option by irrevocable sending a written notice thereof (herein referred to as the First “Extension Notice”) delivered to Mezzanine Lender 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 prior 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 Initial Maturity 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) If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article 41, the term of this lease is extended for the applicable Extended Term, then the “Expiration Date”, to extend as such term is used in this lease, shall mean the Maturity Date to November 11, 2010 (the “First Extended Maturity Term Expiration Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the ” and Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Term Expiration Date, as applicable; provided, howeverand the “term of this lease” (and comparable words), that if Mezzanine Borrower has exercised shall mean the initial term of this lease, as extended by the applicable Extension Option Extended Term.
(b) Time is of the essence as to the Tenant with respect to the notice and a Noticed Default other provisions set forth in this Article. Tenant’s notice to Landlord shall be irrevocable, 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 pending at the time of terminated prior to the expiration of the initial term hereof, then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within without the allotted cure period under the Mezzanine Loan Documentsrequirement of any notice, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension Tenant’s option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;term as set forth herein is likewise terminated.
Appears in 1 contract
Sources: Lease (American Realty Capital New York Recovery Reit Inc)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 117, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 107, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 127, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the 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 (Third Mezzaninesubject 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 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 (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date;
iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (Third Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) intentionally omitted; and
iv. (f) If the Mortgage Loan and Mezzanine Borrower A Loan have not theretofore been repaid in full, Owner and Mezzanine A Borrower, respectively, shall have (i) timely exercised the extension option to extend the terms of the Third Mortgage Loan or Mezzanine Note A-1-aA Loan, the Third Mezzanine Note A-1-bas applicable, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents or Mezzanine A Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents as applicable, to exercise such extension options;option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine 2.7. Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). , In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2019 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement. Lender (or its Affiliates) shall have the right to match the best economic terms available to Borrower (as determined by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to the requirements hereunder;
iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the Extension Fee on the Second Extended Maturity Date;
(f) (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 Approved Mezzanine Closing Date, the Aggregate 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 Aggregate Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
iv. (g) Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, applicable Mortgage Loan and the Third Approved Mezzanine Note A-2-b, Loan 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 (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and Approved Mezzanine Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents as applicable, to exercise such extension options;option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension Options. Subject to the provisions of this Section 52.9, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 7, 2010 2020 (the “First Extended Maturity Date”). The period of the Loan from the initial Stated Maturity Date through and including the First Extended Maturity Date shall be referred to as the “First Extension Term”. If the Maturity Date shall have been timely and properly extended to the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine then Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 7, 2011 2021 (the “Second Extended Maturity Date”). If the Maturity Date shall have been timely and properly extended to the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine then Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 7, 2012 2022 (the “Third Extended Maturity Date”). Mezzanine An Extension Notice may be revoked by written notice of revocation to Agent on or prior to two (2) Business Days prior to the applicable Maturity Date (not taking into account the requested extension); provided that Borrowers shall pay Agent upon demand for all of Agent’s out‑of‑pocket costs and expenses (including reasonable fees and disbursements of Agent’s counsel) actually incurred in connection with such anticipated extension. Borrower's ’s right to so extend the Maturity Date to the First Extended Maturity Date, the Second Extended Maturity Date and the Third Extended Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) no Noticed Event of Default or Mezzanine Loan Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) no Default, Event of Default, Mezzanine Loan Default or Mezzanine Loan Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty in a notional amount equal to the Outstanding Principal Balance of the Loan, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable then‑applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a LIBOR strike price equal to the greater of (x) a strike price such that the Debt Service Coverage Ratio at such rate is not less than 1.20 to 1.00 and (y) the Strike Price and (C) otherwise on same terms set forth USActive 36631986.12 -72- in Section 2.8, and (ii) execute and deliver an Acknowledgment with respect to each such Replacement Interest Rate Cap Agreement;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and a Replacement Assignment of Rate Cap with respect thereto;
iv. (d) all amounts due and payable to Agent and/or Lender 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/or Lender, including reasonable out-of-pocket fees and expenses of Agent’s and/or Lender’s counsel (which Agent and/or Lender (as applicable) shall provide Borrower notice and an accounting of), in connection with the Loan and/or the applicable extension of the term shall have been paid in full;
(e) together with the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, Borrower shall pay to Agent, for the ratable benefit of Lender, the applicable Extension Fee;
(f) Borrower shall have concurrently extended the “Maturity Date” as defined in and pursuant to the terms and provisions of the Senior Loan Agreement and Mezzanine Borrower shall have timely exercised concurrently extended the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, “Maturity Date” as defined in and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms and provisions of the Mezzanine Loan Agreement.
(g) With respect to the Third Extension Option only, the Debt Yield shall be not less than eight percent (8.00%); provided, however, that subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower shall have the right to (i) prepay the Loan in part to satisfy such Notes Debt Yield test (taking into account the prepayment made pursuant to exercise Section 2.9.1(g) of the Mezzanine Loan Agreement) so long as Mezzanine Borrower has also made a pro rata payment of the Mezzanine Loan pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement, it being agreed that, notwithstanding anything herein to the contrary, any such extension options; Mortgage prepayment of the Loan pursuant to this clause (g) shall be without payment of the Prepayment Premium or any other prepayment or spread maintenance premium, fee or penalty or (ii) deliver to Agent an Acceptable Letter of Credit, along with such other documents and instruments reasonably acceptable to Agent to grant Agent for the ratable benefit of Lender a first priority security interest in such letter of credit to secure Borrower, each ’s obligations to repay the Debt to Lender hereunder (so long as (A) Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options has also delivered to extend each Mortgage Note, Senior Mezzanine Note Agent an “Acceptable Letter of Credit” (as such term is defined in the Senior Mezzanine Loan Agreement), along with such other documents and Junior instruments reasonably acceptable to Senior Mezzanine Note, and been entitled pursuant Agent to grant Senior Mezzanine Agent for the terms ratable benefit of Senior Mezzanine Lender a first priority security interest in such letter of credit to secure Senior Mezzanine Borrower’s obligations to repay the Mortgage “Debt” (as such term is defined in the Senior Mezzanine Loan Documents, Agreement) to Senior Mezzanine Lender under the Senior Mezzanine Loan Documents and (B) Junior Mezzanine Borrower has also delivered to Junior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Junior Mezzanine Loan Documents Agreement), along with such other documents and instruments reasonably acceptable to exercise Junior Mezzanine Agent to grant Junior Mezzanine Agent for the ratable USActive 36631986.12 -73- benefit of Junior Mezzanine Lender a first priority security interest in such extension options;letter of credit to secure Junior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Junior Mezzanine Loan Agreement) to Junior Mezzanine Lender under the Junior Mezzanine Loan Documents), on a pro rata basis, in an amount that, when applied to the Aggregate Outstanding Principal Balance and the Mezzanine Loan Outstanding Principal Balance (including the corresponding prepayment made to the Mezzanine Loan in satisfaction of the “DY Cash Trap Cure Conditions” thereunder), would be sufficient to satisfy the then applicable Debt Yield Requirement and delivered together with the payment of Agent’s costs and expenses in connection therewith. For the avoidance of doubt, and Acceptable Letter of Credit so delivered would not be returned to Borrower until such time as the Debt has been repaid in full.
(h) If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent and Lender shall have no obligation to extend the Maturity Date hereunder.
Appears in 1 contract
Sources: Building Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-ba, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;
Appears in 1 contract
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11December 9, 2010 2020 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10December 9, 2011 2021 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12December 9, 2012 2022 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) 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”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, 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 thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to December 9, 2024 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full.
(e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 119, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender 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 109, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(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 Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 5.3%; andprovided, however, if the 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 provisions of the Mortgage Loan Agreement) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
iv. Mezzanine (g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bMortgage Loan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have (i) the option (the First Extension OptionFIRST EXTENSION OPTION), by irrevocable written notice (the First Extension Noticean EXTENSION NOTICE) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Initial Maturity Date to November 119, 2010 2005 (the First Extended Maturity DateFIRST EXTENDED MATURITY DATE). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have (ii) the option (the Second Extension OptionSECOND EXTENSION OPTION), by irrevocable written notice (the Second delivering to Lender an Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 109, 2011 2006 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have and (iii) the option (the Third Extension OptionTHIRD EXTENSION OPTION), by irrevocable written notice (the Third delivering to Lender and Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2007 (the Third Extended Maturity DateTHIRD EXTENDED MATURITY DATE). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent 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 each such extension hereunder:
i. no Noticed No Monetary Default 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 Initial Maturity Date, Date (or the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such periodcase may be), 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 Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the applicable extended Maturity Datelast day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment;
iv. Mezzanine 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 Fee.
v. Mortgage Borrower shall have (x) timely exercised the extension option to extend the terms of Loan (Mortgage) contained in the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (y) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents (Mortgage) to exercise such extension options;option and (z) paid any extension fee required pursuant to the terms of the Mortgage Note; and
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1A-2-ba, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;
Appears in 1 contract
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10March 9, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) 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”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, 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 thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to March 9, 2025 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full.
(e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third First Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third First Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, A-1 and been entitled pursuant to the terms of such Notes Note to exercise such extension optionsoption; and Mortgage Borrower, each 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 Mortgage Loan Documents, Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Extension Options. Subject (a) The Borrower may:
(i) by submitting an Extension Request duly executed by it to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender Agent no later than thirty the date falling 45 days (30or any other shorter period as may be agreed by the Agent (acting on the instructions of the Majority Lenders)) days prior to the Initial Maturity DateDate (or if such date is not a Business Day, the immediately preceding Business Day), request to extend the Initial Maturity Date in respect of each Loan to November 11, 2010 (the First Extended Maturity Date). In ;
(ii) (if the event Mezzanine Borrower shall have exercised Initial Maturity Date has already been extended to the First Extended Maturity Date pursuant to this Clause 6.2) by submitting an Extension Option, Mezzanine Borrower shall have Request duly executed by it to the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender Agent no later than thirty (30) days the date falling two Months prior to the First Extended Maturity DateDate (or if such date is not a Business Day, then the immediately preceding Business Day), request to extend the First Extended Maturity Date in respect of each Loan to November 10, 2011 (the Second Extended Maturity Date). In ; and
(iii) (if the event Mezzanine Borrower shall have exercised Extended Maturity Date has already been extended to the Second Extended Maturity Date pursuant to this Clause 6.2) by submitting an Extension Option, Mezzanine Borrower shall have Request duly executed by it to the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender Agent no later than thirty (30) days the date falling two Months prior to the Second Extended Maturity DateDate (or if such date is not a Business Day, then the immediate preceding Business Day), request to extend the Second Extended Maturity Date in respect of each Loan to November 12, 2012 (the Third Extended Maturity Date, (each such extension, an “Extension”). Mezzanine Borrower's right .
(b) Each Extension Request is irrevocable.
(c) Upon receipt of an Extension Request, the Agent shall promptly forward a copy thereof to so extend each Lender.
(d) In respect of the Maturity Date Extension under paragraph (a)(i) above only, the Extension shall be subject to the satisfaction become effective if each of the following conditions precedent prior to each extension hereunderhas been satisfied, and the Agent shall notify the Borrower and the Lenders promptly upon being so satisfied:
i. no Noticed Default or Event (i) on the date of Default shall have occurred the Extension Request and be continuing both on the Initial Maturity Date:
(A) none of the date Mezzanine Borrower delivers the applicable Extension Notice and 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 Majority Lenders) of completion of all necessary approvals, filings and registrations from all the relevant Governmental Agencies in respect of the Extension and the Finance Documents; and
(ii) on or before the Initial Maturity Date, the First Borrower has paid to the Agent (for the account of the Lenders in such proportion as the Lenders may agree) an extension fee in the amount set out in a Fee Letter.
(e) In respect of an Extension under paragraph (a)(ii) and paragraph (a)(iii) above only, the Extension shall become effective if each of the following conditions has been satisfied, and the Agent shall notify the Borrower and the Lenders promptly upon being so satisfied:
(i) on the date of the Extension Request and (in respect of the Extension under paragraph (a)(ii) above) the Extended Maturity Date and or (in respect of the Extension under paragraph (a)(iii) above) the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine :
(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 all material respects;
(ii) the Borrower has exercised paid to the applicable Extension Option and a Noticed Default is pending at Agent (for the time account of the expiration Lenders in such proportion as the Lenders may agree) an extension fee in the amount set out in a Fee Letter;
(iii) (if required by applicable laws and regulations) the Agent has received evidence (in form and substance reasonably satisfactory to the Majority Lenders) of completion of all the necessary approvals, filings and registrations from all the relevant Governmental Agencies in respect 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 (Extension and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsFinance Documents; and
(iv. Mezzanine Borrower shall have timely exercised ) the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant consent 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 relevant Extension by the Majority Lenders has been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;obtained.
Appears in 1 contract
Sources: Facility Agreement (Advanced Technology (Cayman) LTD)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November March 11, 2010 2018 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 11, 2011 2019 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 11, 2012 2020 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 11, 2021 (the “Fourth Extended Maturity Date”). Mezzanine Any Extension Notice may be revoked by Borrower at any time, and Borrower shall 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 applicable extension. Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than Lender one (1) Business Day prior to the first day of the term of the Loan as extended the or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment; and
iv. Mezzanine (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, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have timely exercised been paid in full. Neither Lender, nor any other Person, shall have the right to charge an extension option 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 terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Stated Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Extension Options. Subject to the provisions of this Section 52.9, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 9, 2010 2021 (the “First Extended Maturity Date”). If the Maturity Date shall have been timely and properly extended to the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine then Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 9, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's ’s right to so extend the Maturity Date to the First Extended Maturity Date and the Second Extended Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) no Noticed Event of Default or Event of monetary or material non-monetary Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice or the Second Extension Notice, as applicable, and (B) no Event of Default or monetary or material non-monetary Default shall have occurred and be continuing on the Initial Maturity Date, the First Extended Stated Maturity Date and the Second First Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty in a notional amount equal to the maximum principal amount of the Loan, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then then-applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment and a Replacement Assignment of Rate Cap with respect thereto;
(d) all amounts due and payable to Lender pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Extended Maturity Date, as applicable (other than the 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 equal to or greater than (i) with respect to the First Extension Option, nine percent (9.00%), and (ii) with respect to the Second Extension Option, nine and seventy-five hundredths percent (9.75%); provided, however, 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 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
iv. Mezzanine (h) with respect to the Second Extension Option, Borrower shall have timely exercised delivered to Lender either (1) evidence that the term of the Operating Lease has been extended to May 31, 2023 or (2) subject to Franchisor’s consent, if required, a new operating lease, in form and substance reasonably acceptable to Lender, with a term expiring no earlier than May 31, 2023 and, to the extent necessary, Borrower shall have recorded a memorandum of operating lease to evidence such extension option or new operating lease. 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 terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement (Lightstone Value Plus Real Estate Investment Trust V, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have (i) the option (the First Extension OptionFIRST EXTENSION OPTION), by irrevocable written notice (the First Extension Noticean EXTENSION NOTICE) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Initial Maturity Date to November 119, 2010 2005 (the First Extended Maturity DateFIRST EXTENDED MATURITY DATE). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have (ii) the option (the Second Extension OptionSECOND EXTENSION OPTION), by irrevocable written notice (the Second delivering to Lender an Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 109, 2011 2006 (the Second Extended Maturity DateSECOND EXTENDED MATURITY DATE). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have and (iii) the option (the Third Extension OptionTHIRD EXTENSION OPTION), by irrevocable written notice (the Third delivering to Lender and Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2007 (the Third Extended Maturity DateTHIRD EXTENDED MATURITY DATE). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent 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 each such extension hereunder:
i. no Noticed No Monetary Default 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 Initial Maturity Date, Date (or the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such periodcase may be), 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 Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the applicable extended Maturity Datelast day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment;
iv. Mezzanine Borrower shall have timely exercised On or before the extension option to extend date immediately preceding the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, Second Extended Maturity Date and the Third Mezzanine Note A-2-bExtended Maturity Date, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borroweras applicable, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options pay to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to Lender the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Extension Fee.
Appears in 1 contract
Sources: Note (Maguire Properties Inc)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 119, 2010 2019 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender 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 109, 2011 2020 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2021 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(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 Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 5.30%; andprovided, however, if the 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 provisions of the Mortgage Loan Agreement) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied;
iv. Mezzanine (g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bMortgage Loan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.
Appears in 1 contract
Sources: First Mezzanine Loan Agreement (Clipper Realty Inc.)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement Agreements (Third Mezzaninewith 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 Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike rate equal to the Extension Strike Price, and (C) be otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment in the ordinary course of business of such Counterparty; provided that Borrower shall use commercially reasonable efforts to cause such delivery to be made within five (5) Business Days after the Stated Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable;
(d) All 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 outstanding costs and expenses of Lender, including reasonable fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; and
iv. (e) if a New Mezzanine Borrower Loan is then outstanding, such borrower under the New Mezzanine Loan shall have (i) timely exercised the extension option to extend the terms of the Third New Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bLoan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior New Mezzanine Loan Documents to exercise such extension options;option and (iii) paid any extension fee required pursuant to the terms of the mezzanine note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Fourth Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Fourth Mezzanine Note A-1-a, the Third Fourth Mezzanine Note A-1-b, and the Third Fourth Mezzanine Note A-2-b, a and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior the Senior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 117, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 107, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 127, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the 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 (Third Mezzaninesubject 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 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 (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date;
iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (Third Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) intentionally omitted; and
iv. (f) If the Mortgage Loan and Mezzanine Borrower B Loan have not theretofore been repaid in full, Owner and Mezzanine B Borrower, respectively, shall have (i) timely exercised the extension option to extend the terms of the Third Mortgage Loan or Mezzanine Note A-1-aB Loan, the Third Mezzanine Note A-1-bas applicable, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents or Mezzanine B Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents as applicable, to exercise such extension options;option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to for the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Datefull one-year period contemplated above;
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 one or more Interest Rate Cap Agreement (Third Mezzanine) Protection Agreements from an Approved Counterparty which Interest Rate Cap Agreement (Third MezzanineProtection Agreement(s) 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) Protection Agreements and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1▇-a▇, the Third Mezzanine ▇▇▇▇ ▇-▇ and Note A-1-b, and the Third Mezzanine Note A-2-b, B-1 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 the extension options option to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to for the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Datefull one-year period contemplated above;
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 one or more Interest Rate Cap Agreement (Third Mezzanine) Protection Agreements from an Approved Counterparty which Interest Rate Cap Agreement (Third MezzanineProtection Agreement(s) 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) Protection Agreements and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-aA-2, the Third Mezzanine Note A-1-bB-1, and the Third Mezzanine Note A-2-b, B-2 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 the extension options option to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Sources: Note (Station Casinos Inc)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November June 11, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10June 11, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12June 11, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to June 11, 2024 (the “Fourth Extended Maturity Date”). Mezzanine Any Extension Notice may be revoked by Borrower at any time, and Borrower shall 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 applicable extension. Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than Lender one (1) Business Day prior to the first day of the term of the Loan as extended the or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than 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 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;and
(c) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date;
iii, the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have been paid in full. Mezzanine 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. As soon as is reasonably practicable following any extension of the Stated Maturity Date pursuant to this Section 2.7 (but in any event no later than ten (10) Business Days following the effective date of such extension), Borrower shall deliver to Lender a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of Acknowledgment that were obtained in connection with such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;extension.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2019 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement. Lender (or its Affiliates) shall have the right to match the best economic terms available to Borrower (as determined by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to the requirements hereunder;
iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the Extension Fee on the Second Extended Maturity Date;
(f) (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 Approved Mezzanine Closing Date, the Aggregate 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 Aggregate Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and
iv. (g) Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, applicable Mortgage Loan and the Third Approved Mezzanine Note A-2-b, Loan 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 (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and Approved Mezzanine Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents as applicable, to exercise such extension options;option and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (W2007 Grace Acquisition I Inc)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2018 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10March 9, 2011 2019 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2020 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, and the Second Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full.
(e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Sources: Loan Agreement
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Second Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Second Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, A-1 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, each 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 Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11July 9, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10July 9, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12July 9, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) 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 July 9, 2024 (the “Fourth Extended Maturity Date”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, 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 thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to July 9, 2025 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full.
(e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 5, Mezzanine (a) Borrower shall have three (3) options to extend the option Maturity Date of Component A of the Loan for consecutive one (the First 1) year periods (each, an “Extension Option”). In order to exercise the first such extension right, by irrevocable Borrower shall deliver to Lender written notice of such extension no earlier than ninety (the First Extension Notice90) delivered to Mezzanine Lender days and no later than thirty (30) days prior before the Payment Date occurring in December 2014, and, upon giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Initial Maturity Date, Date as theretofore in effect will be extended to extend the Maturity Date to November 11, 2010 (the Component A First Extended Maturity Date). In order to exercise the event Mezzanine second such extension right, Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable deliver to Lender written notice of such extension no earlier than ninety (the Second Extension Notice90) delivered to Mezzanine Lender days and no later than thirty (30) days prior before the Payment Date occurring in December 2015 and, upon the giving of such notice of extension, and subject to the First Extended Maturity Datesatisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, to extend the First Extended Component A Maturity Date as theretofore in effect will be extended to November 10, 2011 (the Component A Second Extended Maturity Date). In order to exercise the event Mezzanine third such extension right, Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable deliver to Lender written notice of such extension no earlier than ninety (the Third Extension Notice90) delivered to Mezzanine Lender days and no later than thirty (30) days prior to before the Second Extended Maturity DatePayment Date occurring in December 2016 and, to extend upon the Second Extended Maturity Date to November 12giving of such notice of extension, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Maturity Date as theretofore in effect will be extended to the Component A Third Extended Maturity Date.
(b) The Component A Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions precedent prior to each extension hereunder:
i. are satisfied: (A) no Noticed Default or Event of Default shall have occurred be in existence and be continuing both either on (A) the date Mezzanine Borrower delivers of Borrower’s notice or on the applicable Extension Notice and then current Component A Maturity Date, (B) on or prior to the Initial applicable Component A Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one enter into an interest rate protection agreement (1or extend the then existing Interest Rate Cap Agreement) Business Day prior to the first day of through the term of the Loan as extended 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 (Third Mezzanine) from an Approved Counterparty which entered into in connection with Component A and shall provide with respect to any new Interest Rate Cap Agreement (Third Mezzanine) shall comply in all respects an assignment of interest rate cap agreement with the requirements set forth respect thereto in the Mezzanine Loan Agreement and shall be effective for form of the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the applicable Extension Optioncounterparty with respect thereto, each reasonably acceptable to Lender and (C) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms exercise of the Third Mezzanine Note A-1-athird Extension Option only, the Third Mezzanine Note A-1-b, and Extension Debt Yield based upon the Third Mezzanine Note A-2-b, and been entitled pursuant to period ending on the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms last day of the Mortgage Loan Documents, Senior Mezzanine Loan Documents calendar month immediately preceding the calendar month in which the then current Component A Maturity Date occurs shall equal or exceed seventeen and Junior Mezzanine Loan Documents to exercise such extension options;one-half percent (17.50%).
Appears in 1 contract
Sources: Loan Agreement (ESH Hospitality LLC)
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the 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 (Third Mezzaninesubject to and in accordance with Section 2.2.4(e)) from an Approved Counterparty 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 (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date;
iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (Third Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement;
(c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) the Spread (or the Base Rate Spread or the Substitute Rate Spread, as applicable) shall be increased upon the commencement of the Third Extended Term pursuant to, and in accordance with, the applicable definition herein;
(f) with respect to the Second Extension Option and the Third Extension Option, the Debt Yield for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the Second Extended Term or Third Extended Term, as applicable, is to commence shall equal or exceed eleven and one-half percent (11.5)%; and
iv. (g) Mezzanine Borrower Borrower, to the extent the Mezzanine Loan has not theretofore been repaid in full, shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bLoan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
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Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option, the Spread or the Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date;
(f) if the Class A Member shall not have acquired Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and
iv. Mezzanine Borrower (g) If the Mortgage Loan has not theretofore been repaid in full, Owner shall have (i) timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bMortgage Loan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have (i) the option (the First Extension OptionFIRST EXTENSION OPTION), by irrevocable written notice (the First Extension Noticean EXTENSION NOTICE) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Initial Maturity Date to November 119, 2010 2005 (the First Extended Maturity DateFIRST EXTENDED MATURITY DATE). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have (ii) the option (the Second Extension OptionSECOND EXTENSION OPTION), by irrevocable written notice (the Second delivering to Lender an Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 109, 2011 2006 (the Second Extended Maturity DateSECOND EXTENDED MATURITY DATE). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have and (iii) the option (the Third Extension OptionTHIRD EXTENSION OPTION), by irrevocable written notice (the Third delivering to Lender and Extension Notice) delivered to Mezzanine Lender Notice no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2007 (the Third Extended Maturity DateTHIRD EXTENDED MATURITY DATE). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent 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 each such extension hereunder:
i. no Noticed No Monetary Default 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 Initial Maturity Date, Date (or the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such periodcase may be), 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 Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the applicable extended Maturity Datelast day of the Interest Period in which the one (1) year anniversary of such date occurs;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment;
iv. Mezzanine 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 Fee;
v. Mortgage Borrower shall have (x) timely exercised the extension option to extend the terms of Loan (Mortgage) contained in the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (y) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents (Mortgage) to exercise such extension options;option and (z) paid any extension fee required pursuant to the terms of the Mortgage Note; and
vi. Senior Tier Mezzanine Borrower shall have (x) timely exercised the extension option to extend the Loan (Senior Tier Mezzanine) contained in the Senior Tier Mezzanine Note, (y) been entitled pursuant to the terms of the Loan Documents (Senior Tier Mezzanine) to exercise such extension option and (z) paid any extension fee required pursuant to the terms of the Senior Tier Mezzanine Note.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third First Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third First Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, each 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 Mortgage Loan Documents, Senior Mezzanine Loan Documents and the Junior 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 (the First Extension Option), by irrevocable written notice (the First Extension Notice) 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Second Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Second Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, each 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 Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options;.
Appears in 1 contract
Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related AcknowledgmentsAcknowledgment;
(d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full;
(e) with respect to the exercise of the Third Extension Option, each Component Spread or Component Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date;
(f) if the Class A Member shall not have acquired the Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and
iv. (g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the terms of the Third applicable Mezzanine Note A-1-a, the Third Mezzanine Note A-1-bLoan, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior applicable Mezzanine Loan Documents to exercise such extension options;option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.
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Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11June 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (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 November 10June 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12June 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. (a) (i) no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (Third Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (Third MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate 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;
iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement;
iv. Mezzanine (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, and the Second Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;Maturity Date hereunder.
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Extension Options. Subject to (a) Provided: (i) Tenant is not then in default of the provisions Lease; (ii) no more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Section 5Amendment; (iii) the Lease is in full force and effect; (iv) Tenant is the originally named Tenant (or its transferee under a Permitted Transfer); and (v) Tenant (or its transferee under a Permitted Transfer) is then occupying 85% of the Premises for the conduct of Tenant’s business (or for the conduct of a transferee’s business under a Permitted Transfer), Mezzanine Borrower Tenant shall have the option right to extend the Term (the First “Extension Option), ”) for up to 2 consecutive terms of 60 months each beyond the end of the Term (each an “Extension Term”) by irrevocable delivering Tenant’s written extension election notice (the First Extension Notice) delivered to Mezzanine Lender Landlord no later than thirty (30) days the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 15 months 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable termcurrent Term. The terms and conditions of the Lease during each Extension Term shall remain unchanged except Tenant shall only be entitled to the 2 Extension Terms provided above, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and annual Base Rent for the applicable Extension Option) Term shall be extended through the end of the applicable cure period Extension Rent (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 extensionas defined below), the term Expiration Date 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 last day of the term Extension Term (or such earlier date of termination 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled Lease pursuant to the terms of such Notes hereof), and, except to exercise such extension options; Mortgage Borrowerthe extent reflected in the Extension Rent, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower Landlord shall have timely exercised their no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of its written extension options election notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no right to extend each Mortgage Notethe Term other than or beyond the 2, Senior Mezzanine Note and Junior Mezzanine Note60-month Extension Terms described in this paragraph. For avoidance of doubt, if Tenant timely exercises the first Extension Option only, the Term for the Premises shall expire on April 30, 2033, and been entitled pursuant to if Tenant timely exercises both the terms of first and second Extension Options, the Mortgage Loan DocumentsTerm for the Premises shall expire on April 30, Senior Mezzanine Loan Documents and Junior Mezzanine Loan Documents to exercise such extension options;2038.
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Sources: Lease (BigCommerce Holdings, Inc.)
Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than 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 have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:
i. no Noticed Default 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 Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date;
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 Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (Third 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 Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date;
iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (Third Fourth Mezzanine) and the related Acknowledgments; and
iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Fourth Mezzanine Note A-1-a, the Third Fourth Mezzanine Note A-1-b, and the Third Fourth Mezzanine Note A-2-b, b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and Junior the Senior Mezzanine Loan Documents to exercise such extension options;.
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