Extension Term The Term of the Lease is hereby extended for sixty (60) months and, therefore, the Term Expiration Date is hereby amended to mean January 14, 2023. The period commencing on January 15, 2018 (the “Extension Term Commencement Date”) and ending on the Term Expiration Date shall be referred to herein as the “Extension Term.”
Extended Term Loans (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.
Initial Term Loans Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans:
Extended Term Tenant shall have the option to extend the Term for two (2) consecutive five (5) year periods (the "FIRST EXTENDED TERM" and "SECOND EXTENDED TERM", respectively) on all the terms and conditions contained in this Lease including, without limitation, continuation of the adjustment of the Base Rent on an annual basis as provided in Section 3.3 below (provided only that upon commencement of the First Extended Term the only remaining option to extend the Term shall be the Second Extended Term and upon exercise of the option with respect to the Second Extended Term, no further right to extend the Term shall exist). Tenant shall deliver, if at all, written notice of its exercise of the option ("OPTION NOTICE") to Landlord at least six (6) months but not more than one (1) year before the expiration of the Term or First Extended Term, as the case may be. In the event Tenant fails to deliver the applicable Option Notice within the time allowed, Landlord shall deliver written notice to Tenant of Tenant's failure to deliver the Option Notice, and Tenant shall then have thirty (30) days from receipt of such notice within which to deliver the Option Notice, if at all, to Landlord. In the event (and only in the event) that, Tenant fails to deliver an Option Notice to Landlord within such thirty (30) days, Tenant shall be considered to have elected not to extend the Term of this Lease and thereafter, Tenant shall have no further right to extend the Term of this Lease. References in this Lease to the "Term" shall include the initial Term of fifteen (15) years and shall, in addition, include the First Extended Term and the Second Extended Term, if applicable.
Extension Terms Sublessee shall have two (2) successive options (each, an “Extension Option”) to extend the Term for periods of five (5) years each (each, an “Extension Term”), the first of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee shall each submit to the Valuation Expert a copy of its Statement of Rental Rate, together with any supporting material. The Valuation Expert shall not perform his own valuation, but rather, shall, within fifteen (15) business days after receipt of such submissions, select as the Extension Rental Rate the submission which the Valuation Expert concludes most closely and accurately reflects the fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any real estate professional such party retains and such party’s counsel, if any, in connection with any proceeding under this paragraph, and the party whose determination of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.
Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.
Renewal, Extension The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.
Additional Term Loans Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.
Compensation for Breakage or Non-Commencement of Interest Periods Borrower shall compensate each Lender, as promptly as practicable after written request by such Lender (which request shall set forth the basis for requesting such amounts and shall be conclusive absent manifest error), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or deployment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.
Extension The Term of the Lease is hereby extended for a period of 15 months and shall expire on January 31, 2027 (the “Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Term commencing the day immediately following the Prior Expiration Date (the “Extension Date”) and ending on the Extended Termination Date shall be referred to herein as the “Extended Term”.