Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option; (b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations); (g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and (h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply: (i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan; (ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate; (iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and (iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all subject to Borrower’s satisfaction of the following requirements are satisfiedconditions:
(ai) Borrower delivers shall give Lender written irrevocable notice to Lender of Borrower’s request for an extension of the Maturity Date not more earlier than ninety (90) days and not less days, nor later than thirty forty-five (3045) days days, prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(dii) Borrower shall have extended the term As of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Datesuch notice, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio there shall exist no Default or Potential Default (which provided that Borrower shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers have an opportunity to Lender an amendment cure such Potential Default prior to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments to the extent of applicable cure periods under this Agreement or confirmationsthe applicable Loan Document);
(giii) At Lender’s request, Borrower reimburses Lender for all costs shall have caused to be issued to Lender, at Borrower’s sole cost and expenses reasonably incurred expense, appropriate endorsements to the UCC Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension;
(iv) There shall have been no change in the financial condition of Borrower or Senior Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Lender in processing the extension requestits reasonable discretion, including, without limitation, reasonable legal fees and expenses; andhas a Material Adverse Effect;
(hv) In The Loan-to-Value Percentage of the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity DateProperty, the following additional terms based upon a new Appraisal commissioned by Lender at Borrower’s sole cost and conditions shall apply:
expense and with a valuation date within sixty (i60) Borrower shall pay to Lender on days of the First Extended Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage;
(a) The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio of not less than 1.25:1.00 as of the First Extended Maturity Date and (b) the Net Operating Income from the Property shall be sufficient to yield a “Debt Service Coverage Ratio” as defined in the Senior Loan Agreement of not less than 1.25:1.00 as of the First Extended Maturity Date;
(vii) Borrower shall have paid to Lender an extension fee in an amount equal to threetwenty-eighths five hundredths of one percent (0.3750.25%) of the Outstanding Principal Balance Aggregate Commitment as of the LoanFirst Extended Maturity Date;
(iiviii) the Applicable If an Interest Rate for the Second Extension Term Cap Trigger Event has previously occurred, Borrower shall be the greater of the Applicable have obtained an Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied Cap Agreement reasonably acceptable to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii)Lender; and
(ivix) The maturity date under the Vacant Space Master Lease Senior Loan shall be in full force and effect and shall demise the Alaris Space have been extended to the Operating Partnership Second Extended Maturity Date, and Senior Borrower shall have satisfied all other conditions set forth in accordance Section 2.6(b) of the Senior Loan Agreement to the exercise of the Second Extension Option (as such term is defined in the Senior Loan Agreement). Notwithstanding the foregoing and subject to the terms of Section 2.8(d), Borrower shall have the right to (i) repay principal outstanding under the Loan, or (ii) to affirmatively elect to cancel any undisbursed portion of the Aggregate Commitment, or (iii) any combination thereof, in such amount as may be required to reduce the Aggregate Commitment, as applicable, pursuant to this Section 2.6(b), to an amount such that Borrower is in compliance with subsections (v), and/or (vi) above. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6(b) shall reduce the Aggregate Commitment dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this Section 2.6(b), the terms and conditions of Sections 3.1.19(a) this Agreement and (b) hereofthe other Loan Documents shall remain unmodified and in full force and effect.
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Second Extension Option. Provided Borrower the term has properly exercised been extended for the First Extension OptionPeriod as provided in Section 2.5(1), Borrower shall have the right to may, at its option, extend the First Extended Maturity Date term of the then outstanding principal amount for a period of one (1) year to the Second Extended second anniversary of the original Maturity Date (the “applicable period being, the ("Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”Period"), provided that all subject to the satisfaction of the following requirements are satisfiedconditions:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety shall notify (90the "Second Extension Notice") days Administrative Agent of Borrower's exercise of such option between sixty (60) and not less than thirty one hundred twenty (30120) days prior to the last day of the First Extended Maturity Date advising that Borrower is exercising the Second Extension OptionPeriod;
(b) No Default, Mortgage Loan Default, Potential Default or Event of Default or Mortgage Loan Event of Default exists has occurred and is continuing as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension TermNotice, as of the last day of the First Extension Period or would result from the extension of the maturity of the Loans for the Second Extension Period;
(c) Not less than 90% of the rentable area of the Project is leased to tenants under Approved Leases, which tenants are in occupancy of the premises demised thereunder and have commenced paying rent thereunder and none of which tenants is in material default under its Approved Lease;
(d) The Loan to Value Ratio as of the last day of the First Extension Period does not exceed 50%, based on the Appraisal obtained by Administrative Agent under Section 2.5(1)(d) above;
(e) The Debt Service Coverage Ratio as of the end of the calendar quarter most recently ended on the last day of the First Extension Period shall be equal to or greater than 1.55:1.00;
(f) If the Interest Rate Cap Hedge Agreement in effect at the time of Borrower's giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extended Maturity DateExtension Period, Borrower shall obtain, deliver have obtained and assign the benefits thereof delivered to Lender Administrative Agent not later than one ten (110) Business Day immediately preceding Days prior to the first day of the Second Extension Term, Period one or more Replacement Interest Rate Cap replacement Hedge Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement meet the requirements of Section 9.15 which shall (i) be effective commencing on or before the first day beginning of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, Period and (iii) shall have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term end of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations)Period;
(g) The expiration date of any Collateral Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Second Extension Period;
(h) Current financial statements regarding Borrower reimburses Lender for (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to Administrative Agent;
(i) In the reasonable opinion of Administrative Agent, there shall not have occurred any Material Adverse Effect;
(j) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses reasonably incurred by Lender Administrative Agent and the Lenders in processing connection with the proposed extension (pre- and post-closing), including appraisal fees and legal fees; all such costs and expenses shall be due and payable upon demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents;
(k) Not later than the last day of the First Extension Period, (i) the extension requestshall have been documented to the Lenders' satisfaction and consented to by Borrower, includingAdministrative Agent and all the Lenders, without limitationincluding the execution and delivery by the Guarantors of reaffirmations of their respective obligations under the Guaranty and (ii) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, reasonable legal fees and expensesappropriate title insurance endorsements shall have been issued as required by Administrative Agent; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(il) Borrower shall pay to Lender Administrative Agent (for the benefit of the Lenders in accordance with their proportionate shares) on the last day of the First Extended Maturity Date, an Extension Period a non-refundable extension fee equal to three-eighths 0.15% of one percent (0.375%) an amount equal to the outstanding principal amount at such time. Any such extension shall be otherwise subject to all of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the other terms and provisions of Section 2.6.4(b)(viii); and
(iv) this Agreement and the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofother Loan Documents.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower Tenant shall have the right option to extend the First Extended Maturity Date to the Second Extended Maturity Date this Lease (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as ) for one additional term of five (5) years (the “Second Extension TermPeriod”), provided that all of upon the following requirements are satisfiedterms and conditions hereinafter set forth:
(a) Borrower delivers written irrevocable notice If the Second Extension Option is exercised, then the Rent per annum for such Second Extension Period (the “Second Option Rent”) shall be the Fair Market Rental Value for the Premises as of the commencement of the Second Extension Option for such Second Extension Period.
(b) The Second Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this subsection 51.2(b).
(i) If Tenant wishes to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising exercise the Second Extension Option;, Tenant shall deliver written notice (the “Second Interest Notice”) to Landlord no less than twelve (12) months before the expiration of the First Extension Period.
(bii) No DefaultAfter receipt of Tenant’s Second Interest Notice, Mortgage Loan DefaultLandlord shall deliver notice (the “Second Option Rent Notice”) to Tenant no less than ten (10) months before the expiration of the First Extension Period, Event stating the Second Option Rent, based on Landlord’s determination of Default or Mortgage Loan Event the Fair Market Rental Value of Default exists the Premises as of the commencement of the Second Extension Period.
(iii) If Tenant wishes to exercise the Second Extension Option, Tenant must, on or before the date Borrower occurring nine (9) months before the expiration of the First Extension Period, exercise the Extension Option by delivering written notice (the “Second Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Second Extension Option, the Lease Term shall be extended for the Second Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the rent for the Second Extension Period shall be as provided in subsection 51.2(a), Tenant shall be entitled to a refurbishment allowance in the amount of $15.00 for each rentable square foot of area in the Premises, which shall be disbursed in the same manner as the Tenant Improvement Allowance, and Tenant shall have no further options to extend the Lease Term.
(iv) If Tenant wishes to contest the Second Option Rent stated in the Second Option Rent Notice, Tenant must provide, with the Second Exercise Notice, written notice to Landlord that Tenant objects to the stated Second Option Rent. If Tenant provides such written objection, the parties shall follow the procedure described in Section 51.4, and the Second Option Rent shall be determined as set forth in that section.
(v) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.
(c) It is understood and agreed that the Second Extension Option hereby granted is personal to Tenant and is not transferable, except to an assignee of Tenant’s entire interest in the Lease consented to by Landlord pursuant to Article 18 or as of the commencement date to which Landlord’s consent is not required pursuant to Article 18.
(d) Tenant’s exercise of the Second Extension Term;
(c) If Option shall, if Landlord so elects in its absolute discretion, be ineffective in the Interest Rate Cap Agreement is scheduled to mature prior to event that an Event of Default by Tenant remains uncured at the time of delivery of the Second Extended Maturity Date, Borrower shall obtain, deliver and assign Interest Notice or the benefits thereof to Lender not later than one (1) Business Day immediately preceding Second Exercise Notice or at the first day commencement of the Second Extension TermPeriod. If Tenant so requests in connection with its exercise of this option, one Landlord will confirm whether or more Replacement Interest Rate Cap Agreements from not there exists an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on uncured Event of Default at the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date times provided in accordance with the terms of the Mortgage Loan Agreement;this subparagraph.
(e) Both (i) The Second Extension Option shall terminate and shall thereafter be null and void in the Additional event Tenant does not exercise the First Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion Option or for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as reason Tenant’s exercise of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) Extension Option is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofineffective.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all subject to Borrower’s satisfaction of the following requirements are satisfiedconditions:
(ai) Borrower delivers shall give Administrative Agent written irrevocable notice to Lender of Borrower’s request for an extension of the Maturity Date not more earlier than ninety (90) days and not less days, nor later than thirty forty-five (3045) days days, prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(dii) Borrower shall have extended the term As of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Datesuch notice, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio there shall exist no Default or Potential Default (which provided that Borrower shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers have an opportunity to Lender an amendment cure such Potential Default prior to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments to the extent of applicable cure periods under this Agreement or confirmationsthe applicable Loan Document);
(giii) At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension;
(iv) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect;
(v) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the First Extended Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage;
(vi) The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio of not less than 1.25:1.00 as of the First Extended Maturity Date;
(vii) Borrower reimburses Lender shall have paid to Administrative Agent, for all costs and expenses reasonably incurred by Lender the ratable benefit of Lenders, an extension fee in processing an amount equal to fifteen hundredths of one percent (0.15%) of Aggregate Commitment as of the extension request, including, without limitation, reasonable legal fees and expensesFirst Extended Maturity Date; and
(hviii) In If the event that Mezzanine Loan is then outstanding, the Additional term of the Mezzanine Loan shall be concurrently extended; provided, if all other conditions to the exercise of the Second Extension Conditions Option in this Section 2.6(b) have not been satisfied prior to as of the Initial First Extended Maturity Date, the following additional terms and conditions shall apply:
(i) then Mezzanine Borrower shall pay be permitted to Lender repay the Mezzanine Loan on the First Extended Maturity Date. If so repaid, an extension fee equal the foregoing condition in this clause (viii) shall be deemed waived by Administrative Agent. Notwithstanding the foregoing, Borrower shall have the right (i) to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of repay principal outstanding under the Loan;
, or (ii) the Applicable Interest Rate for the Second Extension Term shall be the greater to affirmatively elect to cancel any undisbursed portion of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof Aggregate Commitment, or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during any combination thereof, in such amount as may be required to reduce the Second Extension Term Aggregate Commitment, as applicable, pursuant to this Section 2.6(b), to an amount such that Borrower is in compliance with subsections (v) and (vi) above. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6(b) shall reduce the Aggregate Commitment dollar for dollar and any sums repaid may not be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of reborrowed. Except as modified by this Section 2.6.4(b)(viii2.6(b); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with , the terms and conditions of Sections 3.1.19(a) this Agreement and (b) hereofthe other Loan Documents shall remain unmodified and in full force and effect.
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Second Extension Option. Provided Borrower Subject to the provisions hereinafter set forth, ----------------------- Landlord hereby grants to Tenant an option to extend the Term of this Lease on the same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, but only if Tenant has properly previously exercised or concurrently exercises its option to extend the Term for the First Extension OptionPeriod, Borrower shall have for one period of five (5) years (the right to extend "Second Extension Period") after the expiration of the First Extended Maturity Date to the Extension Period, which Second Extended Maturity Date Extension Period shall commence on January 1, 2026 (the “"Second Extension Option”; Period Commencement Date") and the period commencing end on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred December 31, 2030.
▇. ▇▇▇▇ option shall be exercisable by written notice from Tenant to herein as the “Second Extension Term”), provided that all Landlord of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice Tenant's election to Lender exercise said option given not more later than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
which is eighteen (c18) If the Interest Rate Cap Agreement is scheduled to mature months prior to the Second Extended Maturity Extension Period Commencement Date. If Tenant's option is not so exercised, Borrower then, except as otherwise provided in Paragraph D of this Section 42, said option shall obtainthereupon expire.
B. Tenant may only exercise said option, deliver and assign an exercise thereof shall only be effective, if at the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day time of ▇▇▇▇▇▇'s exercise of said option and on the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Period Commencement Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such this Lease is in full force and effects effect and no default by Tenant is not in Default in payment of Rent or any other monetary obligation under this Lease.
▇. ▇▇▇▇ per square foot of Rentable Area of the landlord or Premises payable during the tenant is continuing under any such Lease, and (B) such tenants are Second Extension Period with respect to all space included in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, Premises as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which Second Extension Period Commencement Date shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one ninety five percent (0.37595%) of the Outstanding Principal Balance Market Rental Rate (as hereinafter defined in Section 43). Landlord shall give Tenant written notice of the Loan;
(ii) Market Rental Rate and the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow Rent payable during the Second Extension Term Period within thirty (30) days following written request by ▇▇▇▇▇▇ made not earlier than twenty one (21) months prior to the Second Extension Period Commencement Date. If Tenant disagrees with ▇▇▇▇▇▇▇▇'s determination, then Tenant shall notify Landlord as provided in Section 43C, and such dispute shall be applied to pay the Outstanding Principal Balance of the Loan determined in accordance with the provisions of Section 2.6.4(b)(viii); and43C.
(iv) D. If for any reason other than Tenant's failure to timely request Market Rental Rate or otherwise comply with provisions of this Section on a timely basis, the Vacant Space Master Lease arbitrators fail to arrive at a determination of Market Rental Rate by a date which is 90 days prior to the date on which Tenant must elect to exercise its option to extend the Term, then the date for Tenant's exercise of its option and the Term shall be extended day for day by each day after such 90th day until such arbitrators' determination is made (but by not more than 90 days in full force and effect and the aggregate). No such extension shall demise affect the Alaris Space date on which the Second Extension Period is to end. Until determination of the Market Rental Rate, Rent shall be payable for the limited extension period at a rate equal to the Operating Partnership greater of the last rate of Rent payable under the Lease and Tenant's determination of Market Rental Rate. Once Market Rental Rate is determined, if different from the rate theretofore paid by Tenant, it shall be payable retroactive to the expiration of the Term at the Market Rental Rate, and the parties shall 61 promptly refund or pay the excess or difference as necessary. If the option is exercised, the Second Extension Period shall be deemed to have commenced on the date stated in this Lease.
E. If Tenant has validly exercised said option, then within thirty (30) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to this lease confirming the terms, conditions and provisions applicable to the Second Extension Period as determined in accordance herewith, with such revisions to the terms and conditions rental provisions of Sections 3.1.19(a) and (b) hereofthis lease as may be necessary to conform such provisions to the new rental rate.
F. Tenant shall not have any option to extend the term of this lease beyond the expiration of the Second Extension Period.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Term Loan Maturity Date to the Second Extended Term Loan Maturity Date (the “Second Extension Option”; ) upon satisfying each and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all every of the following requirements are satisfiedconditions:
(a) Borrower delivers shall have delivered written irrevocable notice to Lender Administrative Agent requesting the extension not more than ninety (90) days and not or less than thirty ten (3010) days prior to the First Extended Term Loan Maturity Date advising Date, which notice shall (A) clearly and explicitly state that Borrower is exercising the option to extend the First Extended Term Loan Maturity Date to the Second Extension OptionExtended Term Loan Maturity Date, (B) be delivered in the manner specified for delivery of notices pursuant to the provisions of this Agreement to the notice parties for Administrative Agent set forth herein (as said notice parties and addresses may have been amended pursuant to the provisions of this Agreement), (C) contain Borrower’s certification that (x) there is no existing Default or Event of Default under this Agreement or the other Loan Documents, and (y) contain a certification that Borrower has no offsets, defenses or counterclaims with respect to the Credit Facility, this Agreement or the other Loan Documents;
(b) No DefaultBorrower shall pay to Administrative Agent the extension fee set forth in the Fee Letter, Mortgage which extension fee shall be paid to Administrative Agent not later than the First Extended Term Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension TermMaturity Date;
(c) If the Interest Rate Cap Agreement There is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day no existing Default or Event of Default as of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day date of delivery of the Second Extension Term, notice required in subsection (iia) have a LIBOR strike price equal to or as of the applicable Strike Price, and (iii) have a maturity date not earlier than the Second First Extended Term Loan Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date made all amortization payments in accordance with the terms of the Mortgage Loan AgreementSection 2.11(b);
(e) Both All the representations and warranties shall be true and correct in all material respects as of the date of delivery of the notice required in subsection (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) belowa) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second First Extended Term Loan Maturity Date, and Lender has received evidence reasonable acceptable except to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under extent any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0representation or warranty relates to a specific earlier date;
(f) Borrower executes and delivers shall execute all amendments to Lender an amendment to this Agreement, the Loan Documents reasonably acceptable to Lender required by Administrative Agent in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);connection with such extension; and
(g) Borrower reimburses Lender shall have reimbursed Administrative Agent for all costs and expenses reasonably incurred by Lender of Administrative Agent in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance connection with the provisions exercise of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofsuch extension option.
Appears in 1 contract
Sources: Credit Agreement (Preferred Apartment Communities Inc)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the first (1st) day following the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements conditions are satisfied:
(a) no monetary Default nor any Event of Default shall have occurred and be continuing at the time the Second Extension Option is exercised or on the date that the Second Extension Term commences;
(b) Borrower delivers written shall notify Lender of its irrevocable notice election to Lender exercise the Second Extension Option not more earlier than ninety six (906) days months, and not less later than thirty (30) days days, prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension TermDate;
(c) If if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, obtain and deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term, one or more a Replacement Interest Rate Cap Agreements Agreement (or extension of the existing Interest Rate Cap Agreement) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement (or extension of the existing Interest Rate Cap Agreement) shall (i) be effective commencing on the first (1st) day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date been paid in accordance with the terms of the Mortgage Loan Agreementfull;
(e) Both not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term, Borrower shall have deposited with Lender in immediately available funds, for deposit by Lender into the Interest Reserve Account, an amount equal to the difference between (i) the Additional aggregate amount of Debt Service that Lender reasonably estimates will be due and payable during the Second Extension Conditions Term calculated at an interest rate equal to the then applicable Strike Price plus the then applicable Spread, less (ii) the amount on deposit in the Interest Reserve Fund as of the day immediately preceding the first (1st) day of the Second Extension Term, which amount thereafter shall have been satisfied (except constitute a part of the Interest Reserve Fund and shall be held and disbursed by Lender as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0Section 7.2 hereof;
(f) not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term, Borrower executes shall have made a deposit to the Tax and delivers Insurance Escrow Fund to cover Taxes and Insurance Premiums coming due following the first (1st) day of the Second Extension Term through the duration of the Second Extension Term, based on the same criteria used by Lender an amendment to this Agreement, reasonably acceptable determine the amount deposited to Lender in all respectsthe Tax and Insurance Escrow Fund on the Closing Date, which confirms amount thereafter shall constitute a part of the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations)Tax and Insurance Escrow Fund and shall be held and disbursed by Lender as set forth in Section 7.1 hereof;
(g) Borrower reimburses shall have delivered to Lender a “110.5A” (extension of maturity date) endorsement to the Title Insurance Policy;
(h) Borrower shall have paid to Lender an extension fee equal to one percent (1.0%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term; and
(i) Borrower shall have reimbursed Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the provided, however, that in no event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied required to pay the Outstanding Principal Balance any such fees, costs or expenses in excess of the Loan in accordance with the provisions of Section 2.6.4(b)(viiiFive Thousand Dollars ($5,000); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised At the First Extension Option, Borrower shall have written notice of the right to extend the First Extended Maturity Date Borrowers delivered to the Second Extended Maturity Date Administrative Agent not less than forty-five (the “Second Extension Option”; 45) days and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty in advance of the First Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (30the “Second Extended Maturity Date”) days prior provided that the following conditions are satisfied:
(i) The Term Maturity Date has previously been extended to the First Extended Maturity Date advising that Borrower is exercising pursuant to the Second Extension Optionprovisions of Section 2.5(a) hereof;
(bii) No Default, Mortgage Loan Default, Event of Default All representations and warranties made hereunder or Mortgage Loan Event of Default exists as under any of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage other Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) Documents shall be deemed satisfied if, true and correct in all material respects as of the First Extended Maturity Date, except to the Underwritten Debt Service Coverage Ratio extent such representation and warranty (which shall be calculated excluding Rents payable under the Vacant Space Master Leasex) is greater than 1.10:1.0made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder;
(fiii) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms As of the date the Borrowers deliver notice of their intent to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs exercise an Extension Option, and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths no Event of one percent (0.375%) of Default shall have occurred and be continuing and the Outstanding Principal Balance of the LoanBorrowers shall so certify in writing;
(iiiv) As of the Applicable Interest Rate date the Borrowers deliver notice of their intent to exercise an Extension Option, and as of the First Extension Maturity Date, Borrowers have demonstrated to the satisfaction of the Administrative Agent, that the Debt Yield for the Second Extension Term shall be the Mall is greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof than or the Minimum Extension Interest Rate;
equal to ten and a half percent (iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii10.5%); and
(ivv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space On or prior to the Operating Partnership in accordance with first day of the terms second extension period, Borrowers shall pay to Agent for the ratable benefit of the then-current Lenders a fee equal to twelve and conditions a half hundredths of Sections 3.1.19(aone percent (0.125%) and (b) hereofof the then-current outstanding Term Loans.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Washington Prime Group, L.P.)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Mezzanine Default, Event of Default or Mortgage Loan Mezzanine Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Mezzanine Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Mezzanine Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) ), and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), ) that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, premises and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii2.6.2(b)(ix); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(aSection 3.1.21 (a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);; and
(gf) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided Borrower (i) This paragraph (b) shall only apply if the Company has properly exercised the First Extension OptionOption and there is not less than one First Extension Consenting Lender.
(ii) The Company may, Borrower shall have by notice to the right Facility Agent no earlier than 60 days and no later than 30 days prior to extend the First Extended Maturity second anniversary of the date of the Agreement (the date of the Facility Agent’s receipt of the notice being the “Second Extension Notice Date”), request that the Lenders consent to the extension of the Termination Date to the sixth anniversary of the date of the Agreement (the “Second Extended Maturity Date Termination Date”) (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on ).
(iii) Each Lender shall, no later than 15 days after the Second Extended Maturity Extension Notice Date being referred to herein as (the “Second Extension TermConsent Period”), provided that all ) confirm to the Company and the Facility Agent whether it consents to the extension of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Termination Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Termination Date.
(iv) If a Lender (a “Second Extension Consenting Lender”) notifies the Facility Agent that it consents to the extension of the Termination Date to the Second Extended Termination Date, Borrower shall obtainthe Termination Date shall, deliver and assign in respect of that Second Extension Consenting Lender, be the benefits thereof Second Extended Termination Date.
(v) If a Lender (a “Second Extension Non-Consenting Lender”) fails to Lender not later than one respond to the Company within the Second Extension Consent Period (1) Business Day immediately preceding the first date following the last day of the Second Extension TermConsent Period being the “Second Extension Rejection Date”) or notifies the Facility Agent (such notification being the “Second Rejection Notice”) that it does not consent to the extension of the Termination Date to the Second Extended Termination Date, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement the Commitments of that Second Extension Non-Consenting Lender (the “Second Extension Relevant Commitments”) shall (i) be effective commencing offered by the Facility Agent to each Second Extension Consenting Lender pro rata no later than on the first Business Day following the earlier of:
(A) the date the Facility Agent confirms receipt of the Second Rejection Notice;
(B) the last day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expensesConsent Period; and
(hC) In the event Second Extension Rejection Date (the date of such offer being the “Second Extension Relevant Commitments Offer Date”).
(vi) If a Second Extension Consenting Lender notifies the Facility Agent and the Company no later than five Business Days after the Second Extension Relevant Commitments Offer Date that the Additional it agrees to assume Second Extension Conditions have not been satisfied prior Relevant Commitments, those Second Extension Relevant Commitments shall be transferred in accordance with Clause 24 (Changes to the Initial Maturity Date, Lenders) at par value by the following additional terms and conditions shall apply:
(i) Borrower shall pay Second Extension Non-Consenting Lender to the relevant Second Extension Consenting Lender no later than on the First Extended Maturity Termination Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;.
(iivii) Following the Applicable Interest Rate for expiry of the Second Extension Term Consent Period, the Facility Agent shall be promptly notify (the greater “Second Extension Notification”) the Company and each Second Extension Consenting Lender of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or identities of those Lenders that have agreed to extend the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the First Extended Termination Date and those Lenders that are Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofNon-Consenting Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (H Lundbeck a S)
Second Extension Option. Provided Borrower has properly exercised At the First Extension Option, Borrower shall have written notice of the right to extend the First Extended Maturity Date Borrowers delivered to the Second Extended Maturity Date Administrative Agent not less than forty-five (the “Second Extension Option”; 45) days and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty in advance of the First Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (30the ”Second Extended Maturity Date") days prior provided that the following conditions are satisfied:
(i) The Term Maturity Date has previously been extended to the First Extended Maturity Date advising that Borrower is exercising pursuant to the Second Extension Optionprovisions of Section 2.5(a) hereof;
(bii) No Default, Mortgage Loan Default, Event of Default All representations and warranties made hereunder or Mortgage Loan Event of Default exists as under any of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage other Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) Documents shall be deemed satisfied if, true and correct in all material respects as of the First Extended Maturity Date, except to the Underwritten Debt Service Coverage Ratio extent such representation and warranty (which shall be calculated excluding Rents payable under the Vacant Space Master Leasex) is greater than 1.10:1.0made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder;
(fiii) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms As of the date the Borrowers deliver notice of their intent to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs exercise an Extension Option, and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths no Event of one percent (0.375%) of Default shall have occurred and be continuing and the Outstanding Principal Balance of the LoanBorrowers shall so certify in writing;
(iiiv) As of the Applicable Interest Rate date the Borrowers deliver notice of their intent to exercise an Extension Option, and as of the First Extension Maturity Date, Borrowers have demonstrated to the satisfaction of the Administrative Agent, that the Debt Yield for the Second Extension Term shall be the Mall is greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof than or the Minimum Extension Interest Rate;
equal to ten and a half percent (iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii10.5%); and
(ivv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space On or prior to the Operating Partnership in accordance with first day of the terms second extension period, Borrowers shall pay to Agent for the ratable benefit of the then-current Lenders a fee equal to twelve and conditions a half hundredths of Sections 3.1.19(aone percent (0.125%) and (b) hereofof the then-current outstanding Term Loans.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Washington Prime Group, L.P.)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the term of the Loan beyond the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the first (1st) day following the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements conditions are satisfiedsatisfied or waived by Lender in writing:
(a) no monetary Default nor any Event of Default shall have occurred and be continuing at the time the Second Extension Option is exercised or on the date that the Second Extension Term commences;
(b) Borrower delivers written shall notify Lender in writing of its irrevocable notice election to Lender not more exercise the Second Extension Option no less than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension TermDate;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Term, one all accrued and unpaid interest (excluding Contingent Interest due under the Contingent Interest Promissory Note) and any unpaid or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day unreimbursed amounts in respect of the Second Extension Term, (ii) Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Datebeen paid in full;
(d) Borrower shall have extended deposited into the term Interest Reserve Account the Extension Interest Reserve Replenishment Amount no later than fifteen (15) days immediately preceding the first (1st) day of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date Extension Term, which Extension Interest Reserve Replenishment Amount shall be applied by Lender in accordance with the terms of the Mortgage Loan AgreementSection 7.2.2 hereof;
(e) Both (i) the Additional Extension Conditions Borrower shall have been satisfied deposited into the Tax and Insurance Escrow Account the Extension Tax and Insurance Reserve Replenishment Amount not later than fifteen (except as set forth in clause 15) days immediately preceding the first (h1st) below) and (ii) substantially all day of the Quintiles Space has been leased to tenants approved Second Extension Term, which Extension Tax and Insurance Reserve Replenishment Amount shall be applied by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0accordance with Section 7.1 hereof;
(f) Borrower executes and delivers shall have delivered to Lender an amendment a “110.5A” (extension of maturity date) endorsement to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);Title Insurance Policy; and
(g) Borrower reimburses shall have reimbursed Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the provided, however, that in no event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied required to pay the Outstanding Principal Balance any such fees, costs or expenses in excess of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof$20,000.
Appears in 1 contract
Second Extension Option. Provided Borrower If the Initial Maturity Date has properly exercised been extended to the First Extended Maturity Date, Borrower will have a one (1) time option to extend (“Second Extension Option, Borrower shall have the right to extend ”) the First Extended Maturity Date to the Second Extended Maturity Date Date, if (and only if) each of the following conditions (collectively, the “Second Extension OptionConditions”; and ) have been satisfied within the period commencing on applicable time periods:
(i) Borrower shall have delivered to Lender written notice (“Second Extension Notice”) of Borrower’s decision to extend the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred pursuant to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
this Section 1.14(b) no earlier than one hundred twenty (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90120) days and not less no later than thirty sixty (3060) days prior to the First Extended Maturity Date advising that Date. The Second Extension Notice, upon its delivery to Lender, shall be irrevocable; and
(ii) At the time Borrower is exercising gives the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of Notice and on the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second First Extended Maturity Date, no Event of Default shall exist as certified by Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day in a Certificate of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) No Event of Default to be effective commencing on the first day executed by Borrower in favor of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, Lender dated and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable delivered to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date; and
(iii) On or before the First Extended Maturity Date, Borrower shall have paid all Loan Expenses incurred by Lender in connection with the Second Extension Option including, without limitation, the Underwritten Second Option Extension Fee; and
(iv) Concurrently with the Second Extension Notice, Borrower shall have delivered to Lender a duly completed Borrower’s Covenant Compliance Certificate certified as true and correct by an appropriate officer of the Managing Member of Borrower, containing a computation and a confirmation that the Property has a Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater of not less than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement1.45:1.00, reasonably acceptable to Lender in all respects, which confirms as of the date of the Second Extension Notice, together with such supporting documentation necessary for Lender to which 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 First Extended Maturity Date in such amount as determined by Lender that is necessary for the Property to meet the foregoing Debt Service Coverage Ratio; and
(v) 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 First Extended Maturity Date; and
(vi) On or before the First Extended 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 extended (without any other amendments or confirmations);no Material Adverse Change; and
(gvii) Borrower reimburses Lender for all costs and expenses On or before the First Extended Maturity Date, each Loan Party shall have delivered such documents reasonably incurred required by Lender in processing connection with the extension requestSecond Extension Option, including, without limitation, reasonable legal fees and expenses; and
a reaffirmation of the Guaranty (h) on a form acceptable to Lender). In the event that any of the Additional foregoing Second Extension Conditions have is not been satisfied prior to strictly in accordance with the Initial Maturity Dateterms hereof or waived by Lender in writing, the following additional terms Second Extension Option shall be null and conditions void, and the Loan shall apply:
(i) Borrower shall pay to Lender mature on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Sources: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower Tenant shall have the right option to extend the First Extended Maturity Date to the Second Extended Maturity Date this Lease (the “"Second Extension Option”; and ") for one additional term of five (5) years (the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “"Second Extension Term”Period"), provided that all of upon the following requirements are satisfiedterms and conditions hereinafter set forth:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises If the Second Extension Option and is exercised, then the Basic Annual Rent per annum for such Second Extension Period (the "Second Option Rent") shall be equal to 95% of the Fair Market Rental Value for the Premises as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Option for such Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated RentPeriod; provided, however, that the foregoing condition set forth Second Option Rent shall in this clause (e)(ii) (but not clause (e)(i)) shall no event be deemed satisfied if, as of less than Basic Annual Rent scheduled to be paid during the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied year immediately prior to the Initial Maturity Datecommencement of the Second Extension Period.
(b) The Second Extension Option must be exercised by Tenant, if at all, only at the following additional terms time and conditions shall apply:in the manner provided in this subsection 41.2(b).
(i) Borrower shall pay If Tenant wishes to Lender exercise the Second Extension Option, Tenant must, on or before the date occurring six (6) months before the expiration of the First Extended Maturity Date, an extension fee equal to three-eighths of one percent Extension Period (0.375%but not before the date that is nine (9) months before the expiration of the Outstanding Principal Balance First Extension Period), exercise the Second Extension Option by delivering written notice (the "Second Exercise Notice") to Landlord. If Tenant timely and properly exercises its Second Extension Option, the Lease Term shall be extended for the Second Extension Period upon all of the Loan;terms and conditions set forth in the Lease, as amended, except that the rent for the Second Extension Period shall be as provided in subsection 41.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) the Applicable Interest Rate for If Tenant fails to deliver a timely Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;Option.
(iiic) all Excess Cash Flow during It is understood and agreed that the Second Extension Term shall be applied Option hereby granted is personal to pay Tenant and is not transferable except in connection with a Permitted Assignment. In the Outstanding Principal Balance event of any assignment of the Loan in accordance with Lease (other than a Permitted Assignment) or subletting (other than a Permitted Sublease) of the provisions of Section 2.6.4(b)(viii); andPremises or any part thereof, the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(ivd) Tenant's exercise of the Vacant Space Master Lease Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall be in full force and effect terminate and shall demise thereafter be null and void in the Alaris Space to event Tenant does not exercise the Operating Partnership in accordance with First Extension Option or for any reason Tenant's exercise of the terms and conditions of Sections 3.1.19(a) and (b) hereofFirst Extension Option is ineffective.
Appears in 1 contract
Sources: Lease (Celera CORP)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Mezzanine Default, Event of Default or Mortgage Loan Mezzanine Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Mezzanine Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Mezzanine Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);; and
(gf) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided In the event Borrower has properly exercised the First Extension Optionits option described in Section 2.3(a) to Lender’s satisfaction, then Borrower shall have the right and option to extend the First Extended Maturity Date to a date ending upon the expiration of the Second Extended Maturity Date Extension Period (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “). Such Second Extension Term”), provided that Option shall be granted to Borrower only if all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and conditions have been simultaneously satisfied as of the commencement date of the Second Extension Term;Period (unless an earlier date is specified hereinbelow)
(c1) If Receipt by Lender of a written request of Borrower (the Interest Rate Cap Agreement is scheduled "Second Extension Request") given to mature Lender not less than forty-five (45) days prior to the Second Extended Original Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender Date but not later more than one ninety (190) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal days prior to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second First Extended Maturity Date;
(d2) Borrower shall have extended the term payment to Lender, in cash, of the Mortgage Loan Extension Fee with respect to a maturity date not earlier than the said Second Extended Maturity Date in accordance with the terms of the Mortgage Loan AgreementExtension Option;
(e3) Both (i) the Additional Extension Conditions no Event of Default shall have been satisfied occurred and be then existing;
(except as set forth in clause 4) no Material Adverse Change shall have occurred; LOAN AGREEMENT - Page 13 667404; Miami-Dade County – Florida
(h5) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved receipt by Lender in its reasonable discretion pursuant to Leases (at Borrower's sole cost and otherwise approved by Lender in its reasonable discretion for a minimum of two (2expense) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, Lender as of the First Extended Maturity Datedate of the Second Extension Request of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or equal to sixty-five percent (65%);
(6) to the extent Lender shall have determined that any of the Reserves are then currently underfunded in Lender's reasonable discretion, then Borrower shall have effectuated additional deposits into such Reserves to satisfy such shortfall; and
(7) Borrower shall have provided Lender with a then current Compliance Certificate including written evidence reasonably satisfactory to Lender that the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments then equal or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofexceed 1.35.
Appears in 1 contract
Second Extension Option. Provided In the event Borrower has properly exercised the First Extension Optionits option described in Section 2.3(a) to Lender’s satisfaction, then Borrower shall have the right and option to extend the First Extended Maturity Date to a date ending upon the expiration of the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred Period. Such Section Extension Option shall be granted to herein as the “Second Extension Term”), provided that Borrower only if all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and conditions have been simultaneously satisfied as of the commencement date of the Second Extension Term;Period (unless an earlier date is specified hereinbelow)
(c1) If Receipt by Lender of a written request of Borrower (the Interest Rate Cap Agreement is scheduled "Second Extension Request") given to mature Lender not less than forty-five (45) days prior to the Second Extended Original Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender Date but not later more than one ninety (190) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal days prior to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second First Extended Maturity Date;
(d2) Borrower shall have extended the term payment to Lender, in cash, of the Mortgage Loan Extension Fee with respect to a maturity date not earlier than the said Second Extended Maturity Date in accordance with the terms of the Mortgage Loan AgreementExtension Option;
(e3) Both (i) the Additional Extension Conditions no Event of Default shall have been satisfied occurred and be then existing;
(except as set forth in clause 4) no Material Adverse Change shall have occurred;
(h5) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved receipt by Lender in its reasonable discretion pursuant to Leases (at Borrower's sole cost and otherwise approved by Lender in its reasonable discretion for a minimum of two (2expense) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, Lender as of the First Extended Maturity Datedate of the Second Extension Request of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or equal to sixty percent (60%);
(6) to the extent Lender shall have determined that any of the Reserves are then currently underfunded in Lender's reasonable discretion, then Borrower shall have effectuated additional deposits into such Reserves to satisfy such concern; and
(7) Borrower shall have provided Lender with a then current Compliance Certificate including written evidence reasonably satisfactory to Lender that the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments then equal or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofexceed 1.25.
Appears in 1 contract
Sources: Construction Loan Agreement (Owens Realty Mortgage, Inc.)
Second Extension Option. Provided Borrower If this Lease has properly exercised not been terminated, Tenant may extend this Lease for a period of five (5) years (the Second Extension Term) beginning immediately after the First Extension OptionTerm, Borrower shall have upon the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; same terms and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all conditions of the following requirements are satisfiedLease, except that:
(ai) Borrower delivers written irrevocable notice the Term shall be modified as stated above;
(ii) there shall be no Tenant Improvement Allowance;
(iii) the Base Rent and Additional Rent shall be calculated as follows: Rent for the Premises shall be Additional Rent as provided in the Lease and adjusted from time to Lender not more than ninety time plus the then Current Market Rental Rate increased at the end of the first year of the Second Extension Term and each succeeding Lease Year during the Second Extension Term as hereafter provided, effective on the first month of the new Lease Year and payable in equal monthly installments. Current Market Rental Rate shall mean the market value, including Operating Expenses for comparable space within C▇▇▇▇▇▇ County having regard for similar characteristics of use, age of building, quality of building, construction and location. If, within sixty (90) days and not less than thirty (3060) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as end of the date Borrower exercises the Second First Extension Option and as Term of the commencement date Lease, Landlord and Tenant cannot agree as to the then Current Market Rental Rate after a diligent and good faith effort to do so, they shall each appoint an MAI appraiser who will collectively appoint a third MAI appraiser. The three appraisers shall by majority vote determine then Current Market Rental Rate within forty-five (45) days after the appointment of the last of the three appraisers. The determination of the majority of the appraisers shall be binding on Landlord and Tenant as the then Current Market Rental Rate for the first year of the Second Extension Term;
. Landlord and Tenant shall each pay one-half (c2) If of the Interest Rate Cap Agreement is scheduled costs incurred in determining the then Current Market Rental Rate. The CPI for the second to mature last month (most recently published) prior to the first year of the Second Extended Maturity Date, Borrower Extension Term shall obtain, deliver be fixed and assign established as the benefits thereof to Lender not later than one base index figure (1) Business Day immediately preceding “Base CPI”). At the beginning of the first day of and each succeeding Lease Year during the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement the CPI for the second to last month (most recently published) preceding the beginning of such period shall be ascertained and noted (i) be effective commencing on “Second Extension Adjustment CPI”). The Base Rent for the first day ensuing years of the Second Extension TermTerm shall be adjusted by increasing the Base Rent each year by the greater of (i) that percentage which the Second Extension Adjustment CPI has increased over the Base CPI, or (ii) have a LIBOR strike price equal to the applicable Strike Price, and three percent (iii) have a maturity date not earlier than 3%). The same procedure shall be used for each succeeding year during the Second Extended Maturity Date;
(d) Borrower shall have extended Extension Term to calculate the term amount of annual increases to Base Rent during each year of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms Extension Term of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that Base Rent shall never increase by less than three percent (3%) even if CPI increases by less than three percent (3%) from one Lease Year to the foregoing condition set forth next or CPI decreases. ACPI@ has the meaning ascribed to it in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.
Appears in 1 contract
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower (a) Tenant shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date Extension Term of this Lease for an additional term of five (the “Second Extension Option”; and the period 5) years commencing on the day following the expiration of the First Extended Maturity Date and ending on the Second Extended Maturity Date being Extension Term of this Lease (hereinafter referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity "Commencement Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;") and ending on the day preceding the fifth anniversary of the Commencement Date of the Second Extension Term (such additional term is hereinafter called the "Second Extension Term") provided that:
A. Tenant shall give Landlord notice (chereinafter called the "Second Extension Notice") If of its election to extend the Interest Rate Cap Agreement is scheduled to mature term of this Lease, which notice shall be given at least eleven (11) months, but not more than twelve (12) months, prior to the expiration date of the First Extension Term of this Lease; and
B. Tenant (w) is the Tenant, or a subsidiary, parent or Affiliate of the Tenant, originally named herein, (x) actually occupies all of the Leased Premises initially demised under this Lease and any space added to the Leased Premises pursuant to Paragraph 3 of this Exhibit C, (y) is not in default under this Lease or the Original Lease as of the time of the giving of the Second Extended Maturity Date, Borrower shall obtain, deliver Extension Notice and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day Commencement Date of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement and (z) Tenant shall (i) be effective commencing on have exercised the first day right to extend the Term of the Second Extension Term, (ii) have a LIBOR strike price equal Original Lease pursuant to Paragraph 2.1 of Exhibit C to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;Original Lease.
(db) Borrower shall have extended the term of the Mortgage Loan The Annual Base Rent payable by Tenant to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for Landlord during the Second Extension Term shall be the greater of (i) the Applicable Interest Rate product that results from multiplying ninety-five percent (95%) by the fair market rent for the Leased Premises or (ii) the product that results from multiplying the Annual Base Rent payable during the twelve (12) month period preceding the Second Extension Term by 102%, such product to be escalated by 2% on each anniversary of the Commencement Date of the Second Extension Term. Fair market rent shall be determined by Landlord, subject to the right of Tenant to arbitrate the amount of fair market rent as hereinafter provided. At least fifteen (15) months prior to the expiration of the First Extension Term, but in accordance with Section 2.2.3 hereof or no event more than sixteen (16) months prior to the Minimum expiration of the First Extension Interest Rate;
Term, Tenant shall give Landlord notice of its desire to determine Landlord's good faith determination of the fair market rent for the Leased Premises applicable to the Second Extension Term. After Landlord receives such notice and at least fourteen (iii14) all Excess Cash Flow months prior to the expiration of the First Extension Term, Landlord shall give Tenant notice of such determination. The determination of fair market rent shall take into consideration fair market concessions available to a renewal tenant for comparable office space in Arlington County, Virginia. Notwithstanding anything to the contrary, the Annual Base Rent during the Second Extension Term under this Lease and the Original Lease shall be applied to pay determined together such that the Outstanding Principal Balance of Annual Base Rent under both leases shall be the Loan same amount on a per square foot basis.
(a) In the event Tenant gives the Second Extension Notice in accordance with the provisions of Section 2.6.4(b)(viii); andParagraph 2.1, the Annual Base Rent determined under clause (i) of Paragraph 2.1
(ivb) is greater than the Vacant Space Master Lease Annual Base Rent determined under clause (ii) of Paragraph 2.1(b) and Tenant thereafter disputes the fair market rent as determined by Landlord pursuant to Paragraph 2.1(b), then at any time on or before the date occurring ten (10) business days after Tenant has been notified by Landlord of the fair market rent, Tenant may initiate the arbitration provided for herein by giving notice to that effect to Landlord, and if Tenant so initiates the arbitration such notice shall specify the name and address of the person designated to act as an arbitrator on Tenant's behalf within ten (10) business days after Landlord receives such notice from Tenant, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within such ten (10) business day period, then Tenant may request the appointment of the second arbitrator in the same manner as hereinafter provided under this Paragraph 2.2
(a) for the appointment of a third arbitrator in a case where neither the two arbitrators appointed hereunder nor the parties are able to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) business days after the second arbitrator is appointed, and if, within ten (10) business days after the second arbitrator is appointed the two arbitrators do not agree upon the fair market rent, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within fifteen (15) business days after the appointment of the second arbitrator, the third arbitrator shall be in full force selected by the parties themselves if they can agree thereon within a further period of five (5) business days. If the parties do not so agree, then Tenant, on behalf of itself and effect Landlord and shall demise on prior notice to Landlord, within twenty-five (25) business days after the Alaris Space to appointment of the Operating Partnership second arbitrator, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing or if the terms American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within ten (10) business days after such request is made, then Tenant may apply within five (5) business days after such ten (10) business day period, on notice to Landlord, to the District Court, Arlington County, Virginia (or any other court having jurisdiction and conditions exercising functions similar to those now exercised by said Court) for the appointment of Sections 3.1.19(a) and such third arbitrator.
(b) hereofEach party shall pay the fees and expenses of the original arbitrator appointed by or for such party, and all other expenses (not including the attorneys fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally, unless a third arbitrator is selected or appointed in which event all expenses of the parties, regardless of the nature of such expenses, and the fees and expenses of the third arbitrator shall be borne by the party by or for whom the arbitrator was appointed, which arbitrators determination of fair market rent is not selected by the third arbitrator in accordance with Paragraph 2.2(c) below.
(c) If a third arbitrator is chosen as provided in Paragraph 2.2(a) above, then such third arbitrator shall select either the fair market rent determined by the arbitrator appointed by or for Landlord or the fair market rent determined by the arbitrator selected by Tenant; the third arbitrator may not select any other amount, and may not "split the difference" between the determinations of the arbitrators selected or appointed by or for the parties. The third arbitrator shall so determine the fair market rent of the Leased Premises and render a written certified report of his determination to both Landlord and Tenant within ten (10) business days after appointment of the third arbitrator.
(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in first class buildings in Arlington County, Virginia. In addition, the third arbitrator (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant.
(e) In the event Tenant initiates the aforesaid arbitration process and as of the date of expiration of the initial Term of this Lease the amount of fair market rent for the Second Extension Term has not been determined, Tenant shall pay the amount determined by Landlord to be the fair market rent under Paragraph 2.1
Appears in 1 contract
Sources: Office Lease (Hagler Bailly Inc)
Second Extension Option. Provided To the extent Borrower has properly exercised exercises the First Extension Option, Borrower shall have the right and option to extend the First Extended Extension Maturity Date to a date ending upon the expiration of the Second Extended Maturity Date Extension Period (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “). The Second Extension Term”), provided that Option shall be granted to Borrower only if all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and conditions have been simultaneously satisfied as of the commencement date of the Second Extension Term;Period (unless an earlier date is specified hereinbelow):
(ci) If the Interest Rate Cap Agreement is scheduled to mature receipt by Bank of an Extension Request from Borrower not less than forty-five (45) days prior to the Second Extended First Extension Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender Date but not later more than one ninety (190) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal days prior to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended First Extension Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially Borrower’s satisfaction of all of the Quintiles Space those requirements contained in Section 5.1 hereof has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rateoccurred;
(iii) all Excess Cash Flow during payment to Bank in cash, of the Extension Fee; provided, however at the time of the Second Extension Term shall be applied Option, Borrower may elect by written notice to pay the Outstanding Principal Balance Bank to curtail any un- advanced portion of the Loan Amount and in accordance such event, the Extension Fee shall be computed only on the outstanding principal balance due under the Note
(iv) no Event of Default shall have occurred and be then existing;
(v) no Material Adverse Change shall have occurred;
(vi) receipt by Bank (at Borrower’s sole cost and expense) in form and substance acceptable to Bank dated within thirty (30) days of the First Extension Maturity Date of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or equal to sixty percent (60%); provided that, in the event such Loan-to-Value Ratio requirement is not satisfied, Borrower shall have the option to pay down the outstanding principal balance due under the Note, in such an amount as is necessary to satisfy such Loan- to-Value Ratio requirement;
(vii) to the extent Bank shall have reasonably determined that any of the Accounts are then currently underfunded in Bank’s reasonable discretion, then Borrower shall have effectuated additional deposits into such Accounts to satisfy such concern;
(viii) Borrower shall have provided Bank with written evidence reasonably satisfactory to Bank that the provisions of Section 2.6.4(b)(viii)Debt Service Coverage Ratio shall then equal or exceed 1.40x; provided that, in the event such Debt Service Coverage Ratio requirement is not satisfied, Borrower shall have the option to pay down the outstanding principal balance due under the amount, in such an amount as is necessary to satisfy such Debt Service Coverage Ratio requirement.
(ix) at Bank’s election, Bank shall have received an updated title report from the Title Company showing the Security Instrument as a prior and paramount lien on the Premises, that title to the Land is vested in Borrower and that no claim for mechanics’ or materialmen’s liens then encumber the Premises; and
(ivx) the Vacant Space Master Lease Borrower shall be have paid all reasonable costs and expenses incurred by Bank in full force connection with such extension, including without limitation, underwriting, title and effect legal fees and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofcosts.
Appears in 1 contract
Sources: Loan Agreement (VictoryBase Corp)
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Fixed Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the first (1st) day following the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements conditions are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, no monetary Default or monetary Mortgage Loan Default, Default and no Event of Default or Mortgage Loan Event of Default exists as of shall have occurred and be continuing at the date Borrower exercises time the Second Extension Option is exercised and as on the date that the Second Extension Term is commenced;
(b) Borrower shall notify Lender of its election to exercise the Second Extension Option not earlier than six (6) months, and no later than one (1) month, prior to the commencement date of the Second Extension Term;
(c) If if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, obtain and deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, Counterparty which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, Term and (iii) shall have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term maturity date of the Mortgage Loan shall have been extended to a maturity date not earlier than the Second Extended Maturity Date on the same terms and conditions as in accordance with effect on the terms of the Mortgage Loan Agreement;date hereof; and
(e) Both (i) the maturity date of the Additional Extension Conditions Mezzanine Loan, if the Additional Mezzanine Loan is then outstanding, shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased be extended to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by Date on the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional same terms and conditions shall apply:
(i) Borrower shall pay to Lender as in effect on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;
(ii) the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) date hereof.
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Sources: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)