Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective...
Expansion Option. The Company may from time to time elect to increase the total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $400,000,000. The Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent, (ii) no Augmenting Lender shall be the Company or any Subsidiary or Affiliate of the Company and (iii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certif...
Expansion Option. The Company may from time to time elect to increase the Commitments in minimum increments of $100,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $500,000,000. The Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent (such approval not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit E hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Increasing Lender), and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit F hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Augmenting Lender). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.19. Increases and new Commitments created pursuant to this Section 2.19 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 5.03 shall be satisfied or waived by the Required Lenders and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents and opinions of counsel consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date o...
Expansion Option. Tenant shall have the option, exercisable by written notice to Landlord at any time on or before December 31, 2012, to cause the Expansion Premises to be added to the Premises upon expiration of the Prior Lease on December 31, 2013, at the minimum rental rate provided in Section 3.1(a)(ii) and otherwise upon all the terms and provisions set forth in this Lease. If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date possession of the Expansion Premises is to be tendered to Tenant, then the exercise of the option shall be of no force or effect, the Expansion Premises shall not be added to the Premises, and this option shall be of no further force or effect. The option granted herein may be exercised by any permitted assignee of Tenant’s interest under this Lease, but may not be assigned to or exercised by any subtenant. If Tenant duly and validly exercises such option, then:
(a) Landlord and Tenant shall promptly prepare and execute an amendment to this Lease providing for the addition of the Expansion Premises to the Premises covered by this Lease, effective as of the Direct Term Commencement Date.
(b) The parties agree that their respective rights and obligations with respect to the condition of the Expansion Premises as of the Direct Term Commencement Date shall be governed by the same provisions applicable to the remainder of the Premises pursuant to Sections 2.3(a) and (b) below.
(c) Landlord shall provide Tenant with a tenant improvement allowance in the maximum amount of One Hundred Seventy-Six Thousand One Hundred Forty-Five and No/100 Dollars ($176,145.00, calculated at the rate of $15.00 per square foot for the agreed area of 11,743 square feet for the Expansion Premises) (the “Expansion TI Allowance”), to be available for application towards the refurbishment of the Expansion Premises and/or the construction of tenant improvements in the Expansion Premises by Tenant. Tenant’s construction of any tenant improvements in the Expansion Premises shall be governed by the same provisions applicable to the remainder of the Premises pursuant to Section 2.3(c) below. The Expansion TI Allowance may be drawn down by Tenant at any time after January 1 of the calendar year immediately following the date on which Tenant delivers to Landlord a valid and binding written exercise of Tenant’s expansion option under this Section 1.3 and continuing up to and including July 31, 2014. Any unused portio...
Expansion Option. (i) The Borrower may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders partic...
Expansion Option. Provided that no Default has occurred and is continuing with respect to Tenant at the time of its exercise of this option, Tenant shall have the option to expand ("Expansion Option") into that area of up to 25,000 contiguous rentable square feet known as "Expansion Area #1" (as more particularly described below), upon all of the following conditions:
(a) Tenant shall exercise this Expansion Option by written notice which must be received by Landlord no later than 5:00 p.m. on the date which is nine (9) months prior to the Expansion Date (as defined in the following sentence). The Expansion Date, currently the first day of the sixty-seventh (67th) full calendar month of the Lease Term, shall be subject to an adjustment of no more than six (6) months which adjustment shall be made by Landlord in its sole discretion provided Landlord delivers Tenant notice of such adjustment by no later than the first (1st) day of the fifty-fifth (55th) full calendar month of the Lease Term. Within one (1) month of Landlord's receipt of Tenant's notice, Landlord shall identify that area within the Building available for Tenant's expansion needs ("Expansion Area #1") by providing Tenant a floor plan of said area. Landlord and Tenant hereby agree that Expansion Area #1 shall be contiguous with Tenant's Premises, shall be located on a single floor of the Office Tower (unless such space includes space on a floor only partially occupied by Tenant, in which case Expansion Area #1 shall be all of the space on such floor not previously occupied by Tenant and space on one (1) other floor contiguous to the Premises) and located in that portion of the Office Tower containing the same elevator bank where Tenant's existing Premises are located. Within ten (10) business days of Landlord's identification of the Expansion Area #1, Tenant shall notify Landlord of what portion of Expansion Area #1 Tenant elects to take; and
Expansion Option. Provided that no default has occurred and is continuing under the Lease at the time of the exercise of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space.
(i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord.
(ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore.
(iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise become...
Expansion Option. (i) Landlord offers Tenant an ongoing right of first refusal, an ongoing right to lease, and expansion options for all contiguous space to the Leased Premises and/or all available space on the tenth, fifth, and sixth floors of the Building and/or all space that may become available in the Building or any adjacent building, if any, during the Term of this Lease or any extension thereof ("Expansion Space"). Expansion Space shall be coterminous with the initial Lease Term and all renewal options and shall be at Market Rates. All allowances for various improvements for Expansion Space shall be granted in the same amounts as in the initial Lease Term but prorated according to the remaining Lease Term. Such Expansion Space term shall commence upon the earlier of one hundred twenty (120) days from the written notice exercising such right or substantial completion of Tenant Improvements of the Expansion Space.
(ii) Tenant shall have the option, at its election, to expand by approximately 740 rentable square feet on the ground floor of the Building (former lab space) any time during the first Lease Year ("Fixed Option Expansion Space"). Any such Fixed Option Expansion Space shall be leased under the same terms and conditions as the initial Leased Premises, except that Tenant will accept the Fixed Option Expansion Space in "as is" condition and shall perform any improvement at its sole cost. The rental rate for Fixed Option Expansion Space shall be fixed at $10.00 per rentable square foot net for the entire term and the term shall be coterminous with the Term of the initial Lease for Leased Premises.
(iii) Landlord shall provide written notice to Tenant upon Expansion Space becoming available and Tenant shall have ten (10) business days from receipt of such notice to exercise its rights to Expansion Space.
Expansion Option. (a) The Borrower may from time to time after the Closing Date elect to increase the Revolving Commitments (“Increased Commitments”) in an aggregate principal amount of not less than $25,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments or to participate in such Revolving Commitments, as the case may be; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the Borrower, the Administrative Agent, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.
Expansion Option. 29.1 Subject to the terms and conditions of this Section 29, Tenant shall have and is hereby granted the right to add to the Premises demised hereunder all (and only all) of the Expansion Space that becomes available for lease (such right, with respect to each such portion of the Expansion Space, is hereinafter referred to as an "Expansion Option") at any time prior to February 28, 2003 (the "Expansion Deadline"). The "Expansion Space" shall be the area of the Building identified as the "Expansion Space" on EXHIBIT A.
29.2 If Tenant executes and delivers to Landlord four (4) counterparts of the amendment to this Lease attached hereto as EXHIBIT E-1 on or prior to January 15, 2003 (the "Election Deadline"), Tenant shall be deemed to have validly exercised its Expansion Option and elected to add all of all of the Expansion Space to the Premises on the terms and conditions set forth in EXHIBIT E-1. If Tenant executes and delivers to Landlord four (4) counterparts of the amendment to this Lease attached hereto as EXHIBIT E-2 after the Election Deadline but on or prior to the Expansion Deadline, Tenant shall be deemed to have validly exercised its Expansion Option and elected to add all of all of the Expansion Space to the Premises on the terms and conditions set forth in EXHIBIT E-2. Promptly upon receipt of the applicable Lease amendment in a timely manner, Landlord shall execute and return to Tenant two (2) counterparts of the applicable Lease amendment. In the event Tenant fails to exercise its right to add the Expansion Space to the Premises in accordance herewith, Tenant shall have no further rights under this Section 29, and Landlord shall thereafter be free to lease such Expansion Space to any third party upon such terms and conditions as Landlord in its sole discretion deems advisable (subject to Section 30 below) upon its construction of a standard demising wall between the Premises and the Expansion Space at Landlord's sole cost and expense.
29.3 It shall be a condition to Tenant's right to exercise the Expansion Option that, at the time Tenant delivers the Lease amendment counterparts to Landlord in accordance with Section 29.2, (a) Tenant is not in monetary or material non-monetary Default after notice and expiration of any applicable cure period, and (b) neither this Lease nor Tenant's right of possession shall have been terminated and this Lease shall then be in full force and effect.
