Fixed Rate Conversion Option. (a) During the Repayment Period, provided no event of default then exists under this Agreement and provided the Borrower complies with the terms of this Paragraph, the Borrower will have a one-time option (the “Fixed Rate Conversion Option”) to convert the interest rate on the Non-Revolving Line of Credit from the rate specified above to a fixed rate equal to the funding costs incurred by the Bank, based on the cost of funds at the time the interest rate was fixed, for five (5) years plus two and three quarters (2.75%) of one percent. The Borrower may exercise the Fixed Rate Conversion Option by giving written notice to the Bank (which notice may be by facsimile transmission) of the Borrower’s election to exercise such option. Once received by the Bank, the Borrower’s written notice to exercise the Fixed Rate Conversion Option shall be deemed irrevocable. (b) The fixed rate shall become effective on the next payment date following the end of the Repayment Period, provided such notice is received by the Bank at least five (5) banking days prior to the commencement of the Repayment Period. Otherwise the fixed rate shall become effective on the second succeeding payment date. (c) Upon the Borrower’s request, the Bank shall quote indicative rates to the Borrower for the fixed rate. An indicative rate is the interest rate in effect as of a date indicated by the Bank. The Borrower understands that such indicative rates shall not be binding on the Bank and shall not obligate the Bank to fix the interest rate at any specific rate. If the Borrower properly and timely exercises the Fixed Rate Conversion Option, then the fixed rate applicable to the loan shall be the indicative rate as of the date and time the Fixed Rate Conversion Option is properly and timely exercised. The Bank will notify the Borrower in writing of the fixed rate. The fixed rate, once elected in accordance with this Paragraph, will remain in effect until the last day of the Repayment Period. (d) Upon exercise of the Fixed Rate Conversion Option, the Bank will determine the amount of the monthly payments that will be necessary to repay the unpaid principal of the loan at the fixed rate over a term equal to the remaining term of the Repayment Period. The Borrower will pay the amount of the new payments beginning on the first (1st) monthly payment date following the effective date of the fixed rate and continuing on each monthly payment date thereafter until the last day of the Repayment Period, on which date all remaining unpaid principal and accrued interest shall be due and payable. (e) The Borrower may prepay the credit in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. Each prepayment, following exercise of the Fixed Rate Conversion Option, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and, if the prepayment is made prior to the expiration of the Fixed Rate Term with respect to any principal amount that accrues interest at a fixed rate, a prepayment fee calculated by the Bank. The prepayment fee will be equal to the present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the end of the Fixed Rate Term on each prepaid installment of principal at a fixed interest rate for such installment equal to the Original Funding Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued on each prepaid installment of principal at a fixed interest rate for such installment equal to the Reinvestment Rate, as if the prepayment had not been made.
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Fixed Rate Conversion Option. (a) During Borrower shall have the Repayment Period, provided no event option to convert the term of default then exists under this Agreement and provided the Borrower complies with the terms of this Paragraph, the Borrower will have Loan to a one-time option fixed rate loan (the “Fixed Rate Conversion Option”) for a term of seven (7) years (the “Conversion Term”) commencing as of the first Payment Date in which all of the following conditions are satisfied to Lender’s reasonable satisfaction (the “Conversion Date”):
(1) Borrower notifies Lender in writing of the exercise of its option to convert the interest rate on the Non-Revolving Line of Credit from the rate specified above Loan to a fixed rate of interest, and the date by which Borrower would like to have the conversion take place;
(2) no Default or Event of Default then exists (beyond any applicable notice and cure periods) under the terms of the Loan Documents;
(3) the Net Operating Income (as hereinafter defined) is greater than or equal to $7,750,000.00;
(4) the funding costs incurred appraised value of the property, determined by the Bank, Lender and based on the cost of funds at the time the interest rate was fixedan M.A.I. appraisal satisfactory to Lender in its reasonable discretion, for five is not less than $107,150,000;
(5) years plus two and three quarters Borrower provides to Lender documentation reasonably satisfactory to Lender for calculation of Net Operating Income for the Property for the preceding twelve (2.75%12) of one percent. The Borrower may exercise the Fixed Rate Conversion Option by giving written notice months; and
(6) Lender’s Underwriting Requirements (as hereinafter defined) have been satisfied in full, to the Bank (which notice may be by facsimile transmission) of the BorrowerLender’s election to exercise such option. Once received by the Bank, the Borrower’s written notice to exercise the Fixed Rate Conversion Option shall be deemed irrevocablereasonable satisfaction.
(b) The fixed rate Borrower shall become effective on the next payment date following the end of the Repayment Period, provided such notice is received by the Bank at least five (5) banking days be required to deliver to Lender prior to the commencement Conversion Date:
(1) a current M.A.I. appraisal of the Repayment Period. Otherwise Property prepared within the fixed rate shall become effective on preceding 12 month period satisfactory to Lender in its reasonable discretion, and
(2) a date-down endorsement to Lender’s title policy satisfactory to Lender in its reasonable discretion insuring the second succeeding payment datelien of the Mortgage, subject to no exceptions other than those existing as of the date hereof or otherwise reasonably acceptable to Lender.
(c) Upon the Borrower’s request, the Bank shall quote indicative rates Notwithstanding anything to the Borrower foregoing to the contrary, however, Lender shall have no obligation to convert the Loan to a fixed rate of interest if Lender determines that (i) the Debt Service Coverage Ratio for the fixed rate. An indicative rate Property is the interest rate in effect as of a date indicated by the Bank. The Borrower understands less than 1.35:1.00; or Lender receives satisfactory evidence that such indicative rates shall Debt Service Coverage Ratio of at least 1.35:1.00 will not be binding on maintained for the Bank succeeding twelve (12) months, and shall (ii) Lender’s Underwriting Requirements (as hereinafter defined) have not obligate the Bank to fix the interest rate at any specific rate. If the Borrower properly and timely exercises the Fixed Rate Conversion Option, then the fixed rate applicable to the loan shall be the indicative rate as of the date and time the Fixed Rate Conversion Option is properly and timely exercised. The Bank will notify the Borrower been satisfied in writing of the fixed rate. The fixed rate, once elected in accordance with this Paragraph, will remain in effect until the last day of the Repayment Periodfull.
(d) Upon exercise Borrower shall pay all actual out-of-pocket fees of Lender incurred in connection with the extension of the Fixed Rate Conversion Optionterm of the Loan, including, but not limited to, reasonable attorneys’ fees, appraisal fees and title insurance premiums. Borrower shall execute all documents reasonably requested by Lender to evidence and secure the Bank will determine indebtedness represented by the Note, as extended, and shall obtain and provide to Lender any title insurance policy or endorsement reasonably requested by Lender.
(e) Upon Borrower’s satisfaction of the foregoing conditions to Lender’s reasonable satisfaction, Lender shall (a) reset the interest rate borne by the then-existing principal balance of the Loan to Lender’s then-prevailing interest rate for seven-year loans secured by properties similar to the Property, as determined by Lender in its sole discretion (the “New Rate”); (b) modify the amount of the monthly payments that will be necessary required under the Note by re-amortizing the then-existing principal balance hereof over a 25-year amortization schedule (the “New Amortization Period”); and (c) have the right to repay the unpaid principal require Borrower to enter into modifications of the loan at the fixed rate over a term equal to the remaining term non-economic terms of the Repayment Loan Documents as Lender may reasonably request (the “Non-Economic Modifications”), provided such modifications do not adversely affect Borrower’s or Guarantor’s rights or increase Borrower’s or Guarantor’s obligations under the Loan Documents. Hence, monthly principal and interest payments commencing as of the first Payment Date after all conditions are complied with to Lender’s satisfaction, and thereafter during the Conversion Term shall be based on the New Rate and calculated to amortize fully the outstanding principal balance of the Loan over the New Amortization Period.
(f) During the first 30 months of the Conversion Term, Borrower shall have no right to prepay all or any part of the Loan (the “Lockout Period”). The After the Lockout Period Borrower will pay shall have the right to prepay the full principal amount of the new payments beginning on the first Loan, and all accrued but unpaid interest thereon, upon at least thirty (1st30) monthly days’ prior written notice to Lender and Borrower’s payment date following the effective date to Lender of the “Conversion Term Prepayment Premium” defined below. Lender shall advise Borrower of the New Rate (and the basis therefor) and requested Non-Economic Modifications (subject to the foregoing limitations) within fifteen (15) business days of receiving Borrower’s notice of its option to convert the Loan. Borrower shall be entitled, after receipt of notice of the New Rate and Non-Economic Modifications, to cancel its election to convert the Loan to a fixed rate and continuing on each monthly payment date thereafter until the last day of interest by providing notice to Lender within fifteen (15) business days after its receipt of the Repayment Period, on which date all remaining unpaid principal and accrued interest shall be due and payablesame.
(e) The Borrower may prepay the credit in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. Each prepayment, following exercise of the Fixed Rate Conversion Option, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and, if the prepayment is made prior to the expiration of the Fixed Rate Term with respect to any principal amount that accrues interest at a fixed rate, a prepayment fee calculated by the Bank. The prepayment fee will be equal to the present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the end of the Fixed Rate Term on each prepaid installment of principal at a fixed interest rate for such installment equal to the Original Funding Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued on each prepaid installment of principal at a fixed interest rate for such installment equal to the Reinvestment Rate, as if the prepayment had not been made.
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Fixed Rate Conversion Option. (a) During the Repayment Period, the Borrower will have a one-time option (the "Fixed Rate Conversion Option") to convert the interest rate on the loan from the rate specified above to a fixed rate, provided no event of default then exists under this Agreement and provided the Borrower complies with the terms of this Paragraph, the Borrower will have a one-time option (the “Fixed Rate Conversion Option”) to convert the interest rate on the Non-Revolving Line of Credit from the rate specified above to a fixed rate equal to the funding costs incurred by the Bank, based on the cost of funds at the time the interest rate was fixed, for five (5) years plus two and three quarters (2.75%) of one percent. The Borrower may exercise the Fixed Rate Conversion Option by giving written notice to the Bank (which notice may be by facsimile transmission) of the Borrower’s 's election to exercise such option. Once received by the Bank, the Borrower’s 's written notice to exercise the Fixed Rate Conversion Option shall be deemed irrevocable.
(b) The fixed rate shall become effective on the next payment date Adjustment Date following the end Bank's receipt of the Repayment PeriodBorrower's written notice to exercise the Fixed Rate Conversion Option, provided such notice is received by the Bank at least five (5) banking days prior to the commencement of the Repayment Periodsuch Adjustment Date. Otherwise the fixed rate shall become effective on the second succeeding payment dateAdjustment Date.
(c) Upon the Borrower’s 's request, the Bank shall quote indicative rates to the Borrower for the fixed rate. An indicative rate is the interest rate in effect as of a date indicated by the Bank. The Borrower understands that such indicative rates shall not be binding on the Bank and shall not obligate the Bank to fix the interest rate at any specific rate. If the Borrower properly and timely exercises the Fixed Rate Conversion Option, then the fixed rate applicable to the loan shall be the indicative rate as of the date and time the Fixed Rate Conversion Option is properly and timely exercised. The Bank will notify the Borrower in writing of the fixed rate. The fixed rate, once elected in accordance with this Paragraph, will remain in effect until the last day of the Repayment Period.
(d) Upon exercise of the Fixed Rate Conversion Option, the Bank will determine the amount of the monthly payments that will be necessary to repay the unpaid principal of the loan at the fixed rate over a term equal to the remaining term of the Repayment Period. The Borrower will pay the amount of the new payments beginning on the first (1st) monthly payment date following the effective date of the fixed rate and continuing on each monthly payment date thereafter until the last day of the Repayment Period, on which date all remaining unpaid principal and accrued interest shall be due and payable.
(e) The Borrower may prepay the credit in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. .
(f) Each prepayment, following exercise of the Fixed Rate Conversion Option, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and, if the prepayment is made prior to the expiration after exercise of the Fixed Rate Term with respect to any principal amount that accrues interest at a fixed rateConversion Option, a the prepayment fee calculated by described below.
(g) The prepayment fee is intended to compensate the BankBank for the funding costs of the prepaid credit, if any. The prepayment fee will be determined by calculating the funding costs incurred by the Bank, based on the cost of funds at the time the interest rate was fixed, and subtracting the interest income which can be earned by the Bank by reinvesting the prepaid funds at the Reinvestment Rate. The calculation is defined more fully below.
(h) The "Fixed Interest Rate Period" is the period during which the interest rate in effect at the time of the prepayment does not change. If the Fixed Interest Rate Period does not extend for the entire remaining life of the credit, then the following rules will apply:
(i) For any portion of the prepaid principal for which the scheduled payment date is after the end of the Fixed Interest Rate Period, the prepayment fee for that portion shall be calculated based only on the period through the end of the Fixed Interest Rate Period, as described below.
(ii) If a prepayment is made on a date on which the interest rate resets, then there will be no prepayment fee. Ref #: 1▇▇▇▇▇▇▇▇▇ : - Mechanical Technology, Incorporated Standard Loan Agreement
(i) The prepayment fee calculation is made separately for each Prepaid Installment. A "Prepaid Installment" is the amount of the prepaid principal that would have been due on a particular scheduled payment date (the "Scheduled Payment Date"). However, as explained in the preceding paragraph, all amounts of the credit which would have been paid after the end of the Fixed Interest Rate Period shall be considered a single Prepaid Installment with a Scheduled Payment Date (for the purposes of this calculation) equal to the present value last day of the difference, if positive, between Fixed Interest Rate Period.
(j) The prepayment fee for a particular Prepaid Installment will be calculated as follows:
(i) Calculate the sum of the monthly interest payments that would have accrued on the Prepaid Installment through the end of the Fixed Rate Term on each prepaid installment of principal at a fixed interest rate for such installment equal to the Original Funding Rateapplicable Scheduled Payment Date, as if the prepayment had not been made, less . The interest payments will be calculated using the Original Cost of Funds Rate.
(ii) Next, calculate the sum monthly interest income which could be earned on the Prepaid Installment if it were reinvested by the Bank at the Reinvestment Rate through the Scheduled Payment Date.
(iii) Calculate the monthly differences of the interest payments that would have accrued on each prepaid installment amounts calculated in (i) minus the amounts calculated in (ii).
(iv) If the remaining term of principal at a fixed interest rate for such installment equal to the Fixed Interest Rate Period is greater than one year, calculate the present value of the amounts calculated in (iii), using the Reinvestment Rate, as if . The result of the present value calculation is the prepayment had not been madefee for the Prepaid Installment.
(k) Finally, the prepayment fees for all of the Prepaid Installments are added together. The sum, if greater than zero, is the total prepayment fee due to the Bank.
(l) The following definitions will apply to the calculation of the prepayment fee:
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Fixed Rate Conversion Option. (a) During the Repayment Period, the Borrower will have a one-time option (the "Fixed Rate Conversion Option") to convert the interest rate on the loan from the rate specified above to a fixed rate, provided no event of default then exists under this Agreement and provided the Borrower complies with the terms of this Paragraph, the Borrower will have a one-time option (the “Fixed Rate Conversion Option”) to convert the interest rate on the Non-Revolving Line of Credit from the rate specified above to a fixed rate equal to the funding costs incurred by the Bank, based on the cost of funds at the time the interest rate was fixed, for five (5) years plus two and three quarters (2.75%) of one percent. The Borrower may exercise the Fixed Rate Conversion Option by giving written notice to the Bank (which notice may be by facsimile transmission) of the Borrower’s 's election to exercise such option. Once received by the Bank, the Borrower’s 's written notice to exercise the Fixed Rate Conversion Option shall be deemed irrevocable.
(b) The fixed rate shall become effective on the next payment date Adjustment Date following the end Bank's receipt of the Repayment PeriodBorrower's written notice to exercise the Fixed Rate Conversion Option, provided such notice is received by the Bank at least five (5) banking days prior to the commencement of the Repayment Periodsuch Adjustment Date. Otherwise the fixed rate shall become effective on the second succeeding payment dateAdjustment Date.
(c) Upon the Borrower’s 's request, the Bank shall quote indicative rates to the Borrower for the fixed rate. An indicative rate is the interest rate in effect as of a date indicated by the Bank. The Borrower understands that such indicative rates shall not be binding on the Bank and shall not obligate the Bank to fix the interest rate at any specific rate. If the Borrower properly and timely exercises the Fixed Rate Conversion Option, then the fixed rate applicable to the loan shall be the indicative rate as of the date and time the Fixed Rate Conversion Option is properly and timely exercised. The Bank will notify the Borrower in writing of the fixed rate. The fixed rate, once elected in accordance with this Paragraph, will remain in effect until the last day of the Repayment Period.
(d) Upon exercise of the Fixed Rate Conversion Option, the Bank will determine the amount of the monthly payments that will be necessary to repay the unpaid principal of the loan at the fixed rate over a term equal to the remaining term of the Repayment Period. The Borrower will pay the amount of the new payments beginning on the first (1st) monthly payment date following the effective date of the fixed rate and continuing on each monthly payment date thereafter until the last day of the Repayment Period, on which date all remaining unpaid principal and accrued interest shall be due and payable.
(e) The Borrower may prepay the credit in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. .
(f) Each prepayment, following exercise of the Fixed Rate Conversion Option, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and, if the prepayment is made prior to the expiration after exercise of the Fixed Rate Term with respect to any principal amount that accrues interest at a fixed rateConversion Option, a the prepayment fee calculated by described below.
(g) The prepayment fee is intended to compensate the BankBank for the funding costs of the prepaid credit, if any. The prepayment fee will be determined by calculating the funding costs incurred by the Bank, based on the cost of funds at the time the interest rate was fixed, and subtracting the interest income which can be earned by the Bank by reinvesting the prepaid funds at the Reinvestment Rate. The calculation is defined more fully below.
(h) The "Fixed Interest Rate Period" is the period during which the interest rate in effect at the time of the prepayment does not change. If the Fixed Interest Rate Period does not extend for the entire remaining life of the credit, then the following rules will apply: Ref #: 1▇▇▇▇▇▇▇▇▇ : - Mechanical Technology, Incorporated Standard Loan Agreement
(i) For any portion of the prepaid principal for which the scheduled payment date is after the end of the Fixed Interest Rate Period, the prepayment fee for that portion shall be calculated based only on the period through the end of the Fixed Interest Rate Period, as described below.
(ii) If a prepayment is made on a date on which the interest rate resets, then there will be no prepayment fee.
(i) The prepayment fee calculation is made separately for each Prepaid Installment. A "Prepaid Installment" is the amount of the prepaid principal that would have been due on a particular scheduled payment date (the "Scheduled Payment Date"). However, as explained in the preceding paragraph, all amounts of the credit which would have been paid after the end of the Fixed Interest Rate Period shall be considered a single Prepaid Installment with a Scheduled Payment Date (for the purposes of this calculation) equal to the present value last day of the difference, if positive, between Fixed Interest Rate Period.
(j) The prepayment fee for a particular Prepaid Installment will be calculated as follows:
(i) Calculate the sum of the monthly interest payments that would have accrued on the Prepaid Installment through the end of the Fixed Rate Term on each prepaid installment of principal at a fixed interest rate for such installment equal to the Original Funding Rateapplicable Scheduled Payment Date, as if the prepayment had not been made, less . The interest payments will be calculated using the Original Cost of Funds Rate.
(ii) Next, calculate the sum monthly interest income which could be earned on the Prepaid Installment if it were reinvested by the Bank at the Reinvestment Rate through the Scheduled Payment Date.
(iii) Calculate the monthly differences of the interest payments that would have accrued on each prepaid installment amounts calculated in (i) minus the amounts calculated in (ii).
(iv) If the remaining term of principal at a fixed interest rate for such installment equal to the Fixed Interest Rate Period is greater than one year, calculate the present value of the amounts calculated in (iii), using the Reinvestment Rate, as if . The result of the present value calculation is the prepayment had not been madefee for the Prepaid Installment.
(k) Finally, the prepayment fees for all of the Prepaid Installments are added together. The sum, if greater than zero, is the total prepayment fee due to the Bank.
(l) The following definitions will apply to the calculation of the prepayment fee:
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