Common use of Extension Option Clause in Contracts

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Appears in 4 contracts

Samples: Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp)

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Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Inc)

Extension Option. The On the Option Date (so long as the Borrower has not elected the Conversion Option), the Borrower, with the prior written consent of Revolver A Lenders holding 66.66% of outstanding Revolver A Advances, or if there are no Revolver A Advances outstanding, 66.66% of the Revolver A Commitment (the "Revolver A Determining Lenders"), and so long as there exists no Default, may request that elect to extend the Commitments maturity of the Revolver A Loan for an additional 364 day period until the Extension Final Maturity. Such election must be extended for up made no sooner than 60 days prior to two additional one year periods by providing not less the applicable Option Date and no later than 30 days’ days (or such lesser period as agreed to by the Administrative Agent and the Lenders agreeing to extend) prior to the Option Date by written notice (in accordance with the date terms of Section 10.02 hereof to each Lender selected by the Borrower and the Administrative Agent, of its request to extend the final maturity of the Revolver A Loan. Each Revolver A Lender shall, no later 10 Business Days after receipt of such noticenotice (or such lesser time period agreed to by the Borrower and the Administrative Agent); provided that in no case shall such response be delivered more than 45 calendar days prior to the Option Date, give written notice to the Borrower and the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be deemed to have rejected such extension; and, upon the Option Date, its Revolver A Specified Percentage shall be zero and such Lender shall not be participating in the Revolver A Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Revolver A Lenders having Revolver A Specified Percentages totaling 100%, then, if the Revolver A Determining Lenders have consented to such extension (i) only those consenting Revolver A Lenders will have Revolver A Specified Percentages in excess of zero, (ii) the Revolver A Commitment shall be reduced by a “Notice Date”) dollar amount equal to the product of the non-consenting Lenders' Revolver A Specified Percentages times the Revolver A Commitment in effect on the day before the Option Date or the Borrower and the Administrative Agent may agree to add new lenders or consenting Lenders acceptable to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agreespurchase from each non-extending Lender its rights, in its individual duties and sole discretion (and with the approval of the Swingline Lender obligations under this Agreement and the Issuing BanksLoan Papers in accordance with Section 10.04 hereof, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify iii) the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify each (A) Revolver A Lender of its reallocated Revolver A Specified Percentage and the Borrower, in writing, new Revolver A Commitment and (B) each Lender of the Banks’ decisions promptly upon receipt thereof and in any event not later than one reallocated Total Specified Percentages (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as if any), (iiv) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks Borrower will pay all costs incurred as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall a result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount reallocation of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.Revolver A

Appears in 3 contracts

Samples: Credit Agreement (Northland Cable Television Inc), Credit Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Properties Six LTD Partnership)

Extension Option. The Borrower may request that extend the Commitments be extended Term Loan Maturity Date two (2) times only for up to two additional a period of one (1) year periods per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ the Borrower of a written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExtension Notice), it will notify the Administrative Agent, in writing, of its decision to do so no later ) on or before a date that is not more than 15 one hundred twenty (120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from month prior to the then current scheduled Term Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Term Loan Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing as of the then scheduled Term Loan Maturity Date, and (iii) the Borrower shall pay to the Administrative Agent on or before the then scheduled Term Loan Maturity Date so long as a fee equal to (ix) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 500.125% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate outstanding principal amount of the Commitments Term Loans on the original Term Loan Maturity Date for the first extension and (y) 0.15% of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate the outstanding principal amount of a Bank) must be approved the Term Loans on the Term Loan Maturity Date, as extended by the first such extension, for the second extension, which fee shall be distributed by Administrative Agent, Agent pro rata to each of the Swingline Lender and the Issuing Banks, such approval, in Term Loan Banks based on each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Bank’s Term Loan Commitment Percentage.

Appears in 3 contracts

Samples: Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending BanksLenders’ Commitments will be extended for an additional year from the then current Maturity Termination Date so long as (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 3.02 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-then existing Maturity Termination Date (without regard to any extension of the Commitments of renewals by other BanksLenders); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank Assignees in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining BanksLenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted Assignees for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7.2.20. CERC Credit Agreement

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Effective Date pursuant to this Section 2.72.18.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing At least 30 days but not less more than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 90 days prior to any each anniversary of the Closing Date, the Borrower may, by written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that each Lender agree to an extension of the Termination Date for a period of 365 days from its then scheduled expiration. If Each Lender shall respond to such extension request (each such response being delivered to the Administrative Agent) in accordance with instructions provided by the Administrative Agent (which response shall not be required earlier than 30 days after the date of such request), with the failure of any Lender to respond being deemed to be a Bank agrees, negative response. Each Lender shall decide in its individual and sole discretion whether or not to agree to such extension of the Termination Date. So long as the Required Lenders shall have approved such extension request and no Default or Event of Default is in existence at such time, then each Lender that has responded affirmatively as set forth above (and regardless of whether such Lender declined a prior request, each such Lender, an "Extending Lender") shall be deemed to have agreed (such agreement to become effective on the then effective Termination Date (such date an "Extension Date")) to cause the Termination Date to be extended as to each Extending Lender until the date which is 365 days after the then effective Termination Date. In the event that one or more Lenders (each a "Non-Extending Lender") do not agree to such extension, the Borrower may elect, with respect to such Non-Extending Lender, on or before the Termination Date then in effect, to provide, with the approval consent of the Swingline Lender and the Issuing Banks, Administrative Agent (such approval, in each case, consent not to be unreasonably withheld, delayed or conditioned), another bank or financial institution or entity to extend its acquire the Commitment (of and Loans owing to such BankNon-Extending Lender, which assignment of such Non-Extending Lender's Commitment and Loans shall be effected pursuant to an Assignment and Acceptance executed by the Non-Extending Bank”)Lender, it will notify such other bank or financial institution or entity, the Borrower and the Administrative Agent. On such Extension Date, the Commitment of any Non-Extending Lender shall, unless assigned in writingaccordance with the immediately preceding sentence, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify automatically terminate in whole without any further notice or other action by the Borrower, such Non-Extending Lender or any other Person and all principal, interest and fees owing to such Non-Extending Lender shall be paid in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request full by the Borrower to extend the CommitmentsBorrower, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that such Non-Extending Lender's rights under Sections 2.13, 2.14, 2.15 and 9.5 shall survive the Borrower shall continue Extension Date for such Non-Extending Lender as to have the right matters occurring on or prior to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7date.

Appears in 2 contracts

Samples: Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 65 days' written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an "Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after prior to the applicable Notice Date (such extension decision, a “Commitment Extension”)Noticed Anniversary Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended for an additional year from the then current Maturity Termination Date so long as (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 5.2 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-then existing Maturity Termination Date (without regard to any extension of the Commitments of renewals by other BanksLenders); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank Assignees in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining BanksLenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted Assignees for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.6.

Appears in 2 contracts

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended right and option to extend the Lease for up to two additional one year periods by providing not less than 30 days’ written notice (1) consecutive period of five (5) years (the date of such notice, a Notice DateRenewal Term”) to under the Administrative Agent prior to any anniversary of same terms and conditions as stated in the Closing Date. If a Bank agrees, in its individual and sole discretion Lease (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExtension Option”), it will notify with the Administrative Agentexceptions that (a) no further extension options shall exist, in writing, of its decision to do so no later than 15 days after the applicable Notice Date and (b) monthly rental for such extension decisionterm shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and surrounding buildings, a and taking into consideration Tenant’s use and financial strength and other relevant factors, but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (Commitment ExtensionMarket Rental Notice”). Tenant may reject the Extension Option granted herein within ten (10) business days following delivery to Tenant of Landlord’s determination of the prevailing market rental (“Rate Notice”). The Administrative Agent will notify Extension Option shall be exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at least six (6) months prior to the Borrower, in writing, expiration of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as Expiration Date, but no earlier than twelve (i12) months prior to the Commitments expiration of the Extending Banks then current Expiration Date. The option herein granted shall be deemed to be personal to Tenant, and if Tenant subleases any portion of the Premises or otherwise assigns or transfers any interest thereof to another party (after giving effect to any assumption by any Extending Banks except in the event of Commitments of Declining Banks as described belowa Permitted Transfer), together with such option shall lapse. In the Commitments event that Tenant is in default of any New Banks that replace term or condition at the time of its exercise notice beyond any Declining Banksapplicable notice and grace period, represent more than 50% then there shall be no extension or renewal of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower Lease as provided herein. As they apply to Tenant’s right to extend the Commitmentsterm of the Lease, the applicable conditions set forth in Section 5.3 parties acknowledge and agree that the terms “extend,” “extension,” “renew,” and/or “renewal” shall be satisfieddeemed the same. If Tenant desires to exercise the Extension Option, but objects to the Market Rental Rate determined by Landlord, then Tenant must object to the same within said ten (10) business day period. No Commitment Extension shall result in the then-existing Maturity Date being more later than five (5) years from business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the effective date Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of such Commitment Extensionthe Rate Notice. No Bank If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be required the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond appoint a broker within the prescribed time period, the failing party shall pay to the Borrower’s request other party as liquidated damages $100.00 per day for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) each day following the effectiveness of any deadline that such extension. The Borrower will have the right party fails to accept Commitments from any Eligible Assignee that is not appoint a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each casebroker, not to exceed $500.00. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have the local office of the American Arbitration Association appoint the third (3rd) broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7a licensed real estate broker.

Appears in 2 contracts

Samples: Industrial Lease Agreement (Li-Cycle Holdings Corp.), Industrial Lease Agreement (Li-Cycle Holdings Corp.)

Extension Option. The Borrower may request that Tenant shall have two (2) options to extend the Commitments Term for additional consecutive periods of five (5) Lease Years (each, an "Extension"). Notwithstanding the foregoing, however, at Landlord's election, Tenant's option to extend the Lease Term shall be extended for up declared null and void and Tenant shall have no right to two additional one year periods by providing not less than 30 days’ written notice extend the Lease if (a) as of the date immediately preceding the commencement of such noticeExtension, a “Notice Date”) to the Administrative Agent prior to any anniversary Tenant is not in occupancy of the Closing Date. If a Bank agreesentire Leased Premises then demised under the Lease for the conduct of Tenant’s business for the Permitted Use, or Tenant does not intend to continue to occupy the Leased Premises but intends to assign the Lease or sublet the Leased Premises in its individual and sole discretion whole or in part, or (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (iib) on the date of Tenant exercises the option or at any request by time thereafter through the Borrower to extend date immediately preceding the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective commencement date of such Commitment Extension, Tenant is in default of any of its obligations under the Lease. No Bank Each Extension option will be exercisable by written notice given to landlord at least one hundred twenty (120) days prior to the last day of the then current Term. Upon such exercise, the Term of the Lease and the Termination Date shall be required extended for the period specified above upon the same terms, conditions, covenants, and agreements as are contained in the Lease without the necessity for the execution of any further instrument unless Landlord so requests; provided, the Leased Premises shall be taken in their "as-is" condition during such Extension and Landlord shall have no obligation to consent to make or pay for any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond improvements to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any Leased Premises during such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extension.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Extension Option. The Borrower may request that Subtenant shall have the Commitments be extended right (the “Extension Right”) to extend the Term of this Sublease for up to two a single additional one year periods period of three (3) months (the “Sublease Extension Term”) on the same terms and conditions as this Sublease (other than Base Rent) by providing not less than 30 days’ giving Sublandlord written notice of its election to exercise the Extension Right at least eight (8) months prior to the Expiration Date of the initial Term, which notice, once given, shall be irrevocable. If Subtenant timely elects to exercise such right to the Sublease Extension Term, the Sublease Extension Term shall commence on the day immediately following the initial Expiration Date. During the Sublease Extension Term, Base Rent for each portion of the Subleased Premises shall be payable at a rate equal to 103% of the rate in effect with respect to such portion of the Subleased Premised on the initial Expiration Date. The Extension Right is personal to Subtenant and shall not be assignable without Sublandlord’s and Prime Lessor’s consent in their respective sole discretion, except that it may (subject to obtaining the consent of Prime Lessor to the extent required under Section 22 of the Prime Lease) be assigned in connection with a Corporate Permitted Assignment of this Sublease. Notwithstanding the foregoing, Subtenant may not exercise the Extension Right (i) during any period of time that Subtenant is in default under any provision of this Sublease, (ii) if Subtenant has been in default under any provision of this Sublease two (2) or more times, whether or not the defaults are cured, during the last year of the initial Term of this Sublease, or (iii) if Subtenant is not in occupancy of at least eighty percent (80%) of the entire Subleased Premises both at the time of the exercise of the Extension Right and at the time of the commencement date of the Sublease Extension Term. The Extension Right shall terminate and be of no further force or effect even after Subtenant’s due and timely exercise of the Extension Right, if after such exercise, but prior to the commencement date of the Sublease Extension Term, (i) Subtenant fails to timely cure any default by Subtenant under this Sublease, or (ii) Subtenant has defaulted two (2) or more times during the period from the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary exercise of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not Extension Right to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension commencement of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any Sublease Extension Term, whether or not such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7defaults are cured.

Appears in 2 contracts

Samples: Sublease (Verve Therapeutics, Inc.), Sublease (Verve Therapeutics, Inc.)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date54.1. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so So long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)Tenant is not in default under this Lease, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower Tenant shall have an option to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than Term of this Lease for two (2) additional periods of five (5) years from each (each a "Renewal Period"). The option for each such additional 5-year Renewal Period term may be exercised by Tenant only by written notice (the effective "Extension Exercise Notice") given to Landlord not later than the date which is at least fifteen (15) months prior to the expiration of such Commitment Extensionthe Term, in the case of the first 5-year option, and at least fifteen (15) months prior to the expiration of the first Renewal Period (each an "Option Exercise Date"), in the case of the second Renewal Period. No Bank In the event that Tenant exercises the option to extend the Term in accordance with the provisions hereof, the Term shall be required extended accordingly. Tenant's extension option for the first Renewal Period shall be for a minimum of fifty percent (50%) of the Rentable Area of the Centerpointe I Building in a contiguous block of space and shall be for no less than one-half of any particular floor. Tenant's extension option for the second Renewal Period shall be for one hundred percent (100%) of the space for which Tenant exercised the extension option during the first Renewal Period. Upon the commencement of each Renewal Period, Landlord shall grant to consent Tenant a reasonable refurbishment allowance in such amount as may be mutually agreed to any such extension request or by Landlord and Tenant, which amount shall be required agreed to increase its Commitmentin conjunction with, and as a component of, the determination of "Market Rental Value", as described below. The Maturity Date with respect to any Bank that declines or does not respond Except as stated below in this Article, all of the terms and conditions of this Lease in effect immediately prior to the Borrower’s request for an extension respective Renewal Period shall equally pertain in all respects to the respective Renewal Period. All references in this Lease to the Term of this Lease shall be construed to include the Commitments (a “Declining Bank”) applicable Renewal Period, unless the context clearly indicates that another meaning is intended. Tenant shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to not have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following exercise the effectiveness of any such extension. The Borrower will have extension option for the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to second Renewal Period unless Tenant had previously exercised the aggregate amount of extension option for the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7first Renewal Period.

Appears in 2 contracts

Samples: Termination Agreement (American Management Systems Inc), Termination Agreement (American Management Systems Inc)

Extension Option. (a) The Parent Borrower may request that an extension of the Commitments be extended Revolving Termination Date then in effect hereunder (the “Existing Revolving Termination Date”) for up to two additional one year periods by providing (each, an “Extended Termination Date”); provided that (i) the Parent Borrower (A) provides written notice requesting the extension to the Administrative Agent not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent days nor more than 60 days prior to any anniversary of the Closing Date. If Date and (B) delivers to the Administrative Agent a Bank agrees, in its individual and sole discretion (and with the approval certificate signed by a duly authorized officer certifying a copy of the Swingline Lender resolutions of each Loan Party’s board of directors (or other applicable governing body) approving the Extended Termination Date, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) no more than two extension requests shall be made and (iv) each of the Issuing Banksrepresentations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except any representation and warranty that is qualified by “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such date as if made on and as of such date; provided that to the extent such representations and warranties refer specifically to an earlier date, such approval, representations and warranties shall be true and correct in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (all material respects as of such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)earlier date. The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will notify respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Administrative Agent. If a Lender does not respond to such request within such ten Business Day period, such Lender shall be deemed to have rejected such request. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an amendment agreement in the form and substance reasonably acceptable to the Administrative Agent and the Parent Borrower (the “Extension Agreement”) duly completed and signed by the Parent Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders which have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) No extension of the Commitments of the Extending Banks (after giving effect pursuant to this Section 2.22(a) shall be legally binding on any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent party hereto unless and until Lenders holding more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed have agreed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7extension.

Appears in 2 contracts

Samples: Credit Agreement (Roper Technologies Inc), Credit Agreement (Roper Technologies Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment“Existing Termination Date”) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.and

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during five times. The Termination Date may not be extended beyond February 23, 2017. Pursuant to the term First Amendment, the Termination Date for $2,402,000,000.00 of this Agreement pursuant the Commitments was extended to this Section 2.7February 25, 2013; such Extending Lenders and their Commitments are set forth on Schedule 2.18.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Extension Option. (i) The Parent Borrower may request that from time to time during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Trade Maturity Date (the date of such notice, a the “Notice Date”), request the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders to extend the then applicable Foreign Trade Maturity Date for an additional year (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Participation FCI Commitment and each FCI Issuing Lender. Each FCI Issuing Lender and each Lender with a Participation FCI Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given by an FCI Issuing Lender or a Lender with a Participation FCI Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each FCI Issuing Lender and each Lender with a Participation FCI Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any FCI Issuing Lender and any Lender with a Participation FCI Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Revolving Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Participation FCI Commitment and all the FCI Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Parent Borrower (such Bank, an the Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision Foreign Trade Maturity Date shall be automatically and immediately so extended to do so no later than 15 days after the applicable Notice Date (such Extended Foreign Trade Maturity Date. No extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from permitted hereunder without the then current Maturity Date so long as (i) consent of all the Commitments of Lenders with a Participation FCI Commitment and all the Extending Banks FCI Issuing Lenders (after giving effect to the replacement of any assumption by any Extending Banks non-extending Lender or non-extending FCI Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Participation FCI Commitment and each FCI Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of Declining Banks each such removed Lender and removed FCI Issuing Lender, as described belowapplicable, will be automatically terminated as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), together with and the aggregate Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments hereunder shall be reduced as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of each such removed Lender and removed FCI Issuing Lender, as applicable; provided, that, (x) after giving effect to any New Banks that replace any Declining Banks, represent more than 50% such removal by the Parent Borrower and resulting termination of the Total Participation FCI Commitment, Bilateral FCI Issuing Commitment or Participation FCI Issuing Commitment of any such removed Lender or removed FCI Issuing Lender, (A) the total FCI Issuing Lender Exposures with respect to Participation FCIs of all the Participation FCI Issuing Lenders (including those non-extending Participation FCI Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter-Guarantee to support the outstanding Participation FCIs issued by such non-extending Participation FCI Issuing Lender) does not exceed the total Participation FCI Commitments then of all the extending Lenders with Participation FCI Commitments, (B) each outstanding Bilateral FCI and outstanding Participation FCI issued by an FCI Issuing Lender removed in effectaccordance with this Section shall continue to be considered an issued Bilateral FCI or Participation FCI (as applicable) hereunder and part of the FCI Issuing Lender Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter-Guarantee issued hereunder in favor of such removed FCI Issuing Lender to support such Bilateral FCIs and Participation FCIs, in which case such Bilateral FCIs and Participation FCIs shall no longer be considered to be Bilateral FCIs or Participation FCIs issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (iiv) and Section 2.6(h) such Bilateral FCIs and Participation FCIs shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Bilateral FCIs and Participation FCIs and (C) the Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Foreign Trade Facility with reduced Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Participation FCI Commitments and FCI Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Lender or removed FCI Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or removed FCI Issuing Lender with respect to its Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all FCI Disbursements made by such removed Lender or funded FCI Disbursements made by such removed FCI Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the date Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender with a Participation FCI Commitment or FCI Issuing Lender shall have any request by the Borrower obligation to extend the CommitmentsForeign Trade Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No and each Lender with a Participation FCI Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank and each FCI Issuing Lender may (with respect to all or any portion of its respective Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment) following the effectiveness of any such extension. The Borrower will have the right at its option, unconditionally and without cause, decline to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Foreign Trade Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Date.

Appears in 2 contracts

Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Tenant is given one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower option to extend the Commitments---------------- initial term of the Lease, subject to all the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result provisions contained in the then-existing Maturity Date being more than Lease, as amended and restated by this Amendment, except for monthly rent, for a period of five (5) years from ("Extended Term"). In order to exercise an option to extend, Tenant shall give notice of exercise of the effective date option ("Option Notice") to Landlord at least three (3) months but not more than nine (9) months before the expiration of such Commitment Extensionthe term. No Bank The monthly rent during the Extended Term shall be required equal to consent the fair market rental for the Leased Premises, which in no event shall be less than the rent payable immediately prior to any such extension request or be required to increase its Commitmentthe Extended Term. The Maturity Date parties shall have thirty (30) days after Landlord receives the Option Notice in which to agree on monthly rent during the Extended Term. If the parties agree on the monthly rent for the Extended Term during that period, they shall immediately execute an amendment to the Lease stating the monthly rent. If the parties are unable to agree on the monthly rent for the Extended Term within the thirty (30) day period set forth above, then within ten (10) days after the expiration of that period each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with respect at least five (5) years' full-time commercial appraisal experience in appraising properties similar to any Bank that declines or the Leased Premises in the area in which the Leased Premises are located to appraise and set the monthly rent for the Extended Term. Further, all of the appraisers selected through the process described above shall be certified as required by Virginia law as in effect at the time. If a party does not respond appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the monthly rent for the Extended Term. If the two appraisers are appointed by the parties as stated in this Paragraph, they shall meet promptly and attempt to set the monthly rent for the Extended Term. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after the last day the two appraisers are given to set the monthly rent. If they are unable to agree on the third appraiser, either of the parties to the Borrower’s request Lease by giving ten (10) days' notice to the other party can file a petition with the American Arbitration Association solely for an extension the purpose of selecting a third appraiser who meets the qualifications stated in this Paragraph. Each party shall bear half the cost of the Commitments American Arbitration Association appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within thirty (a “Declining Bank”30) shall remain days after the then-existing Maturity Date (without regard to any extension selection of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not third appraiser, a Bank in an aggregate amount up to the aggregate amount majority of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted appraisers shall set the monthly rent for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative AgentExtended Term. After the monthly rent for the Extended Term has been set, the Swingline Lender and appraisers shall immediately notify the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7parties.

Appears in 2 contracts

Samples: Lease Agreement (Laralev Inc), Lease Agreement (Laralev Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary of the Closing thereof (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 2 contracts

Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) Upon and subject to the Administrative Agent prior to any anniversary of following terms and conditions, Tenant shall have the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), right to extend its Commitment the term of this Lease for two consecutive periods of five (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (15) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as years each provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than Tenant itself occupies at least 50% of the Total Commitments then in effectPremises, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 it shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond a condition to the Borrower’s request extension for an extension of the Commitments (a “Declining Bank”) second such period that Tenant shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender timely and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during properly extended the term of this Agreement pursuant Lease for the first such period, and (iii) at the time of its exercise of any such extension and at the commencement of such extension period Tenant shall not be in default under this Lease beyond the expiration of applicable notice and cure periods, and (iv) Tenant shall give notice of such extension at least twelve (12) months prior to the then expiration of the term of this Section 2.7Lease. Provided that the Tenant has timely and properly complied with all the foregoing conditions, then, without the necessity of any further action, the term of this Lease shall be extended for such five-year extension period on all the terms and conditions hereof except that there shall be no further rights of extension after Tenant extends for the second five-year period and for and with respect to each such extension period annual Fixed Rent shall be equal to the greater of (i) the annual Fixed Rent immediately in effect prior to such extension or (ii) an amount an equal to 87.5% of the then Fair Market Rental Value of the Premises. "Fair Market Rental Value" shall be determined based on the use of the Premises as first-class professional space utilizing properties of a similar character in comparable first-class office buildings within the City of Boston. At least sixty (60) days prior to the last day upon which the Tenant may give notice exercising such option Tenant may request that Landlord designate the annual Fixed Rent payable in respect of the extension period and Landlord shall designate such rent payable during the extended term in question within thirty days thereafter but Landlord shall not be required to make such designation more than seventeen (17) months prior to the commencement of the extended term in question. If Tenant disagrees with Landlord's designation then Tenant shall have the right in its notice exercising such extension to make a request of Landlord for a broker determination (the "Broker Determination") of the Fair Market Rental Value for such extended term which Broker Determination shall be made in the manner set forth in Exhibit D. If Tenant fails timely to request the Broker Determination then the term of the Lease shall be extended for the applicable extended term and the Fair Market Rent Value for the Premises for such extended term shall be equal to that designated by Landlord.

Appears in 2 contracts

Samples: Keane Inc, Keane Inc

Extension Option. The Borrower may request that At any time on or after the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any second anniversary of the Closing Date until the date which is ninety (90) days prior to the Initial Payment Date. If a Bank agrees, in its individual and sole discretion the Borrower may request, by at least sixty (and with 60) days written notice to the approval Facility Agent, that the Lenders extend the Initial Payment Date by an additional 24 months from the fifth anniversary of the Swingline Lender and Closing Date to the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify seventh anniversary of the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Closing Date (such extension decision, a the Commitment ExtensionExtension Option”). The Administrative Lenders who agree to extend their Commitment (the “Extending Lenders”) shall do so at their Closing Date Commitment level. Once a Lender agrees to extend its Commitment, the request of the Borrower is irrevocable. If less than all of the Lenders agree to extend their Commitments, the Facility Agent will shall notify the BorrowerExtending Lenders and each Extending Lender shall inform the Facility Agent within 30 days of such notice of the amount, in writingif any, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Non-Extending BanksLenders’ Commitments will it is willing to accept and assume on the Initial Payment Date and shall enter into an Assignment and Assumption Agreement with such Non-Extending Lender(s) with respect to such Commitment or portion thereof, which shall be extended for an additional year from effective on the then current Maturity Date so long as (i) the Commitments of the Extending Banks (Initial Payment Date. If, after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as the assignments described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% above all of the Total Lenders’ Commitments then in effecthave not been extended and or assumed, the Borrower may arrange for one or more Extending Lenders or other assignees eligible to become Lenders to the Facility to accept and (ii) assume the unassigned amounts of the commitments of the Non-Extending Lenders or reduce the Facility on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Initial Payment Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments commitments of any Declining Banks; provided the Extending Lenders (the “Revised Facility Amount”). For the avoidance of doubt the parties hereto agree that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate the Commitment of a Bank) must Non-Extending Lender shall not terminate until the Initial Payment Date. Amounts outstanding on the Initial Payment Date in excess of the Revised Facility Amount shall be approved by repaid on the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Initial Payment Date.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Facility Agreement (OSG America L.P.), Credit Facility Agreement (OSG America L.P.)

Extension Option. The Borrower may request Provided that Tenant has not assigned this Lease or sublet any or all of the Commitments Premises (it being intended that all rights pursuant to this provision are and shall be extended personal to the original Tenant under this Lease and shall not be transferable or exercisable for up to two additional one year periods by providing the benefit of any Transferee), and provided Tenant is not less than 30 days’ written notice in default under this Lease at the time of exercise or at any other time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the date of such notice, a “Notice Date”"Extension Option") to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than Term for one additional consecutive period of five (5) years from ("Extension Period"), by giving written notice to Landlord of the effective date exercise of any such Commitment ExtensionExtension Option at least twelve (12) months prior to the expiration of the initial Term. No Bank The exercise of any Extension Option by Tenant shall be required irrevocable and shall cover the entire Premises then leased by Tenant pursuant to consent to any this Lease. Upon such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) exercise, Landlord shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any review and approve, in Landlord's sole discretion, Tenant's financial condition and creditworthiness at such Declining Bank (with respect to all or any portion time. If Landlord approves Tenant's financial condition and creditworthiness, Landlord shall so notify Tenant, and the Term of its Commitment) following the effectiveness Lease shall be extended for the applicable Extension Period without the execution of any such extension. The Borrower will have further instrument by the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banksparties; provided that any Eligible Assignee proposed Landlord and Tenant shall, if requested by either party, execute and acknowledge and instrument confirming the exercise of the Extension Option. Any Extension Option shall terminate if not exercised precisely in the manner provided herein. Any extension of the Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that:(i) Tenant shall have no further option to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during Term of the Lease, other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and (iii) Base Rent for any such Extension Period shall be 100% of the then "Fair Market Base Rental" (as defined below) for the Premises for the space and term of this Agreement pursuant to this Section 2.7involved, which shall be determined as set forth below.

Appears in 2 contracts

Samples: Lease (Crossworlds Software Inc), Lease (Crossworlds Software Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).

Appears in 2 contracts

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co), Credit Agreement

Extension Option. (a) The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and (iiany new Lenders,(ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an "Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7five times. The Termination Date may not be extended beyond February 23, 2017.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Extension Option. The Borrower may request that extend the Commitments be extended Ratable Loan Maturity Date two (2) times only for up to two additional one year periods a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ Borrower of a written notice to Administrative Agent (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Date. If on or before a Bank agrees, in its individual and sole discretion date that is not more than one hundred twenty (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending month prior to the then-scheduled Ratable Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks’ Commitments will , which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties of Borrower and the other Loan Parties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (and in all respects to the extent qualified by Material Adverse Change or other materiality qualifier) on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be extended for an additional year from continuing on the then current original Ratable Loan Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described belowan “Extension Date”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) 0.0625% of the Total aggregate Ratable Loan Commitments then in effect, for the first extension and (iiy) on 0.075% of the date of any request by aggregate Ratable Loan Commitments for the Borrower to extend the Commitmentssecond extension, the applicable conditions set forth in Section 5.3 which fee shall be satisfieddistributed by Administrative Agent pro rata to each of the Ratable Loan Banks based on each Ratable Loan Bank’s Pro Rata Share. No Commitment Borrower’s delivery of an Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Notice shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7irrevocable.

Appears in 2 contracts

Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up option to two additional one year periods by providing not less than 30 days’ written notice (extend the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary Term of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective date “Extension Term”), by written notice given to Landlord at least twelve (12) months before the scheduled expiration of such Commitment Extensionthe initial Term and not earlier than eighteen (18) months before the scheduled expiration of the initial Term, on the terms set forth below (the “Extension Option”). No Bank Tenant’s notice exercising the Extension Option must be unconditional and irrevocable in order to be effective. Failure to timely deliver Tenant’s notice exercising the Extension Option shall constitute Tenant’s waiver of the Extension Option. Tenant’s lease of the Leased Premises during the Extension Term shall be required on all of the terms and conditions of this Lease in effect on the last day of the expiring Term, except that Net Rent during the Extension Term shall be the Fair Market Net Rent as determined hereunder. Tenant shall have no option to consent extend the Term beyond the end of the Extension Term. Any dispute over Fair Market Net Rent shall be resolved in accordance with Article 7. All references in this Lease to “Term” shall mean the initial Term as extended by any such extension request Extension Term. For any part of the Extension Term during which the Net Rent is in dispute hereunder, Tenant shall make payment on account of Net Rent at the rate estimated by Landlord, and the parties shall adjust for any overpayments or be required to increase its Commitmentunderpayments upon the issuance of the arbitrators’ decision. The Maturity Date failure by the parties to complete the process contemplated under this Section 9.01 prior to commencement of the Extension Term shall not affect the continuation of the Term or the parties’ obligation to make any adjustments for any overpayments or underpayments for the Net Rent due for the Extension Term promptly after the determination thereof is made. If Tenant shall exercise the Extension Option in accordance with respect to any Bank that declines or does not respond to this Section 9.01, the Borrower’s provisions of this Section shall be self-operative, but upon request by either party after determination of the Net Rent for the Extension Term, the parties shall execute an agreement specifying the Net Rent for the Extension Term and acknowledging the extension of the Commitments Term. Notwithstanding any provision of this Section to the contrary, Tenant’s option to extend the Term shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension, or (ii) any Transfer under Section 4.06 has occurred on or before either such time, other than a “Declining Bank”Permitted Transfer or sublease(s) shall remain the then-existing Maturity Date (without regard to any extension covering less than half of the Commitments of other Banks); provided that Leased Premises in the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7aggregate.

Appears in 2 contracts

Samples: Lease (Rhythm Pharmaceuticals, Inc.), Lease (Rhythm Pharmaceuticals, Inc.)

Extension Option. The Borrower may request extend the Maturity Date two times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that the Commitments be extended for up to two additional is not more than one year periods by providing not hundred eighty (180) days nor less than 30 days’ written notice ninety (90) days prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such noticeExtension Notice signed by a duly authorized signatory of Borrower, a “Notice Date”) stating, to the Administrative Agent prior to any anniversary best of the Closing Date. If a Bank agreescertifying party’s knowledge, (x) all representations and warranties contained in its individual this Agreement and sole discretion (and with the approval in each of the Swingline Lender other Loan Documents are true and correct in all material respects on and as of the Issuing Banksdate of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, such approval, “Material Adverse Change” or similar language (which shall be true and correct in each case, not to be unreasonably withheld, delayed or conditionedall respects as qualified therein) and except for changes in factual circumstances permitted hereunder), to extend its Commitment and (such Bank, y) no Default under Section 9.01(1) and no Event of Default has occurred and is continuing; (ii) no Default under Section 9.01(1) and no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision and (iii) Borrower shall pay to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, on or before such Extension Date a fee equal to 0.075% of the Banks’ decisions promptly upon receipt thereof and Total Loan Commitment on such Extension Date, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share; provided, however, that the extension fee set forth in any event this Section 2.17 shall not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from payable if the Borrower rescinds the Extension Notice prior to the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Date.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Urban Edge Properties), Revolving Credit Agreement (Urban Edge Properties)

Extension Option. The Borrower may request Provided that this Lease is in full force and effect, the Commitments Tenant shall be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), entitled to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended additional term (hereinafter referred to as “Extension Term”) of five (5) years, commencing on the first day next succeeding the last day of the last day of the initial Lease Term, upon the same terms and conditions and provisions as are provided for an additional year from the then current Maturity Date so long as in this Lease, except that (i) the Commitments of Basic Monthly Rent payable during the Extending Banks Extension Term shall be the prevailing market rate, subject to escalation, as determined by Landlord, (after giving effect to ii) Landlord has no obligation for any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effecttenant improvements or tenant allowances, and (iiiii) on there shall be no further extension; provided, however, if Tenant is in Default hereunder at any time from Tenant’s delivery of the date Extension Notice (hereinafter defined) to the commencement of any request by such Extension Term, at Landlord’s option, such Extension Term shall be null and void. Tenant shall provide Landlord with written notice (“Extension Notice”) of its intent to exercise the Borrower extension option not less than nine (9) months prior to the expiration of the last day of the initial Lease Term; upon Tenant’s failure to so provide the Extension Notice, time being of the essence, Tenant shall have no further right to extend the CommitmentsLease. Upon receipt of Tenant’s Extension Notice, Landlord shall advise Tenant of Landlord’s determination of the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than prevailing market rate within ten (10) days of such receipt (except if Robert Sandler is on vacation, then within five (5) years days of Robert Sandler returning from vacation). Upon receipt of Landlord’s determixxxxxx, xx Xxxant disagrees with Landlord’s prevailing markex xxxx, Xxxxxx may negotiate with Landlord for a period of twenty (20) days. If Tenant and Landlord fail to agree on the effective date of such Commitment Extension. No Bank prevailing market rate, Tenant shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any withdraw its Extension Notice by notice in writing or electronically to Landlord delivered prior to the expiration of such Declining Bank twenty (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will 20)-day period, in which case Tenant shall have the no further right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up extend the Lease. Reference to the aggregate amount of word “Term” hereunder shall mean and include the Commitments of initially stated term, as well as any Declining Banks; provided that extensions or renewals thereof, including any Eligible Assignee proposed to be substituted for a Declining Bank exercised (unless such Eligible Assignee is an affiliate of a Bankbut not rescinded) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extension Term.

Appears in 2 contracts

Samples: Office Lease (Technest Holdings Inc), Office Lease (Technest Holdings Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary of the Closing thereof (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an "Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Term for one (1) Business Day after receipt thereofadditional five (5) year extension term (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The Extending Banks’ Commitments will extension of the Term shall be extended applicable to the entire Premises and Tenant shall have no right to extend the Term for an additional year from only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then current Maturity Date so long prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the Commitments other in a sealed envelope its final estimate of the Extending Banks Fair Market Rent (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, “Estimates”) and (ii) on appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the date Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of any request such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 other party shall be satisfiedthe sole appraiser for the purposes hereof. No Commitment Extension shall result in the then-existing Maturity Date being more than The two appraisers shall, within five (5) years Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the effective date President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such Commitment Extensionamount. No Bank The cost of the third appraiser shall be required to consent to borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such extension request or procedures shall nevertheless remain in effect and be required to increase its Commitment. The Maturity Date applicable when and as invoked with respect to any Bank that declines or does not respond Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the Borrower’s request beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Commitments (a “Declining Bank”) Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall remain the then-existing Maturity Date (without regard not apply to any extension Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Commitments of other BanksPremises (not including Permitted Transfers); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to then Tenant’s rights under this Section 2.72.4.1 shall be null and void and of no further force or effect.

Appears in 2 contracts

Samples: Sublease Agreement (Biofrontera AG), Sublease Agreement (Biofrontera AG)

Extension Option. (i) The Parent Borrower may request that may, not more than twice during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 90 and not more than 180 days prior to the second anniversary of the Effective Date (or, in the case of the second such notice, no later than 90 and not more than 180 days prior to the date that is two years after such second anniversary) (the date of such notice, a the “Notice Date”), request the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders to extend the then applicable Foreign Trade Maturity Date for an additional two years (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender. Each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 60 days prior to such anniversary of the Effective Date, and any such notice given by a Foreign Issuing Lender or a Lender with a Foreign Credit Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any Foreign Issuing Lender and any Lender with a Foreign Credit Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 60 days prior to the then applicable anniversary of the Effective Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Parent Borrower (such Bank, an the Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision Foreign Trade Maturity Date shall be automatically and immediately so extended to do so no later than 15 days after the applicable Notice Date (such Extended Foreign Trade Maturity Date. No extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from permitted hereunder without the then current Maturity Date so long as (i) consent of all the Commitments of Lenders with a Foreign Credit Commitment and all the Extending Banks Foreign Issuing Lenders (after giving effect to the replacement of any assumption by any Extending Banks non-extending Lender or non-extending Foreign Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of Declining Banks each such removed Lenders and Foreign Issuing Lenders, as described belowapplicable, will be automatically terminated, and the aggregate Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments hereunder shall be reduced by the amounts of the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of such removed Lenders and removed Foreign Issuing Lenders, as applicable; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Foreign Credit Commitment or Foreign Credit Instrument Issuing Commitment of any such removed Lender or Foreign Issuing Lender, (A) the total Foreign Trade Exposures of all the Foreign Issuing Lenders (including those non-extending Foreign Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter Guarantee to support the outstanding Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments issued by such non-extending Foreign Issuing Lender) does not exceed the total Foreign Credit Commitments of all the extending Lenders with Foreign Credit Commitments, (B) each outstanding Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument issued by a Foreign Issuing Lender removed in accordance with this Section shall continue to be considered an issued Foreign Credit Instrument and/or Joint Signature Foreign Credit Commitment hereunder and part of the Foreign Trade Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter Guarantee issued hereunder in favor of such removed Foreign Issuing Lender to support such Foreign Credit Instruments and/or Joint Signature Foreign Credit Commitments, in which case such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall no longer be considered to be Foreign Credit Instruments or Joint Signature Foreign Credit Instruments issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), together (iv) and (v) and Section 2.6(h) such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Foreign Credit Instruments and Joint Signature Foreign Credit Instruments and (C) the Commitments Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of any New Banks that replace any Declining Banks, represent more than 50% them shall have reasonably requested to reflect such extension of the Total Foreign Trade Facility with reduced Foreign Credit Commitments then and Foreign Credit Instrument Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Foreign Credit Commitments and Foreign Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in effect, amount to reflect the such changed Commitments) and (iiy) any such removed Lender or removed Foreign Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or Foreign Issuing Lender with respect to its Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all Foreign Credit Disbursements made by such removed Lender or funded Foreign Credit Disbursements made by such removed Foreign Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such respective Commitments. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the date Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender with a Foreign Credit Commitment or Foreign Issuing Lender shall have any request by the Borrower obligation to extend the CommitmentsForeign Trade Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No and each Lender with a Foreign Credit Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank and each Foreign Issuing Lender may (with respect to all or any portion of its respective Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment) following the effectiveness of any such extension. The Borrower will have the right at its option, unconditionally and without cause, decline to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Foreign Trade Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Date.

Appears in 2 contracts

Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Closing Date pursuant to this Section 2.72.18.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)

Extension Option. The Borrower may request that Tenant shall have the Commitments option to extend the Term ---------------- for each of two (2) additional five (5) year extension terms (each an "Extension Term") by notice given to Landlord at least twelve (12) months (but no more than eighteen (18) months) before the Term Expiration Date. Tenant's election shall be extended exercised, and Annual Fixed Rent for up each Extension Term determined, as set forth below. If Tenant fails timely to two additional one year periods by providing not less than 30 days’ written exercise its option for the first Extension Term or timely withdraws its exercise as provided below, Tenant shall have no further extension rights hereunder. Tenant's option so to extend the Term shall be void, at Landlord's election, if Tenant is in default (continuing beyond any applicable notice (and cure period) at the date time Tenant elects to extend the Term or at the time the Term would expire but for such extension. Any extension of such notice, a “Notice Date”) the Term shall be applicable to the Administrative Agent prior to any anniversary entire Premises. During each Extension Term, if any, all provisions of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), this Lease shall apply except that Tenant shall have no further option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days Term after the applicable Notice Date (such extension decisionsecond Extension Term. During each Extension Term, a “Commitment Extension”). The Administrative Agent will notify Tenant shall pay Annual Fixed Rent equal to the Borrower, in writing, greater of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of rent payable for the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and then-expiring Term or (ii) the then prevailing market rate for a five year lease of office space in the greater Boston, Massachusetts "Metro-West" area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, and on the date terms and conditions of any request this Lease. In order to exercise its extension option, Tenant shall give unconditional, written notice of such exercise to Landlord within the time frame stated above, time being of the essence. Landlord shall notify Tenant of Landlord's estimate of the prevailing market rate within thirty (30) days after Tenant's exercise of the extension option. Tenant shall have the option, which shall be exercised by written notice within thirty (30) days after receipt of Landlord's estimate irrevocably and unconditionally to accept or reject by written notice Landlord's estimate, or to withdraw its exercise of the Borrower extension option. In the event Tenant rejects Landlord's estimate then the prevailing market rate shall be arbitrated in accordance with the following procedure. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord's estimate of the prevailing market rate, shall appoint as an arbitrator an MAI appraiser with at least ten years experience as an appraiser of Boston area office buildings, including first class suburban office buildings, and shall give notice of such appointment to extend the Commitmentsother party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the applicable conditions set forth in Section 5.3 shall be satisfiedother may apply to the Boston Office of the American Arbitration Association ("AAA") for appointment of such an arbitrator if the arbitrator has not been appointed within five business days after notice of such failure has been given to the delinquent party. No Commitment Extension shall result in the then-existing Maturity Date being more than The two arbitrators shall, within five (5) years business days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then both arbitrators together may request such appointment from the effective date Boston office of the AAA. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern), and the arbitrators shall be charged to reach a majority decision in accordance with the standards provided in this Lease. The prevailing market rent rate shall be in accordance with the arbitrators' decision. The cost of the arbitration (exclusive of each party's witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such Commitment Extensionan organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. No Bank For any portion of an Extension Term during which the prevailing market rent is in dispute hereunder, Tenant shall be required to consent to make payment on account of Rent at the rate payable for the preceding lease year and the parties shall adjust for over or under payments within twenty days after the decision of the arbitrators is announced. Promptly after the prevailing market rent is determined for any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Term and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7new Rent rate.

Appears in 2 contracts

Samples: Storagenetworks Inc, Storagenetworks Inc

Extension Option. The Borrower If Tenant (or any permitted transferee) is then occupying and conducting business in the premises, Landlord agrees that Tenant has one option to extend the term of this Lease for an additional five years at the greater of (i) $11.42 per square foot, which is the net rent rate for the last year of the initial term or (ii) the then-market net rent, as determined under this section 4.b. Tenant may request that exercise the Commitments be extended for up to two additional one year periods option only by providing not less than 30 days’ written notice (to Landlord at least nine months, but not more than twelve months, before the initial term is scheduled to end. Within 45 days after Landlord receives the extension notice, Landlord agrees to give Tenant written notice of its good-faith determination of the market net rent for the extension term, taking into account all relevant factors, including Tenant's credit, the length of the extension term, the condition of the premises, and the fact that Landlord is not providing any tenant improvements. Tenant may disagree with Landlord's determination of the market net rent by written notice to Landlord within 15 days after it receives Landlord's notice, in which case Landlord and Tenant agree to negotiate in good faith for 15 days in an attempt to agree on the market net rent. If Landlord and Tenant do not agree on the market net rent within the 15-day negotiation period, each party shall, within one business day after the expiration of said 15-day period, submit to the other such party's final determination of market net rent, and the market net rent will be determined by arbitration as follows: Landlord and Tenant shall agree upon and jointly appoint one neutral arbitrator who shall be by profession a real estate appraiser or broker who shall have been active over the 10-year period ending on the date of such notice, a “Notice Date”) appointment in the leasing of comparable commercial properties in the Minneapolis-St. Xxxx metropolitan area. Neither Landlord nor Tenant shall consult with such broker or appraiser as to his or her opinion as to the Administrative Agent market net rent prior to any anniversary of the Closing Dateappointment. If a Bank agreesparty does not submit a final determination of market net rent, the determination of the party that submitted a final determination shall be final and binding and no arbitration shall occur. Subject to the foregoing, the determination of the arbitrator shall be limited solely to the issue of whether Landlord's or Tenant's submitted proposal on net market rent (as exchanged between the parties as hereinabove provided) for the premises is the closest to the determination of the neutral arbitrator. The arbitrator may hold such hearings and require such briefs as the arbitrator, in its individual and his or her sole discretion (and discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 other party within 10 business days after the applicable Notice Date (appointment of the arbitrator any data and additional information concerning comparable transactions and market information and the other party may submit a reply in writing within 5 business days after receipt of such extension decision, a “Commitment Extension”)submittal. The Administrative Agent will arbitrator shall, within 45 days of his or her appointment, reach a decision as to whether Landlord's or Tenant's submitted market net rent is the closest to the market net rent, and shall notify the Borrower, in writing, Landlord and Tenant of such determination. The decision of the Banks’ decisions promptly arbitrator shall be binding upon receipt thereof Landlord and in any event not later than one (1) Business Day after receipt thereofTenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, then the appointment of the arbitrator shall be made by the presiding judge of the Hennepin County District Court. The Extending Banks’ Commitments cost of arbitration shall be paid by Landlord and Tenant equally, and each party shall bear its own legal and other professional costs and fees. The net rent during the extension period will then be extended for an additional year from the then current Maturity Date so long as (i) the Commitments greater of the Extending Banks (after giving effect market net rent the arbitrator selects or $11.42 per square foot. Subject to the determination of market net rent, all other terms of this Lease will continue to apply during the extension of the term, provided, however Landlord will have no obligation to construct any tenant improvements in the premises, to give Tenant any tenant improvement allowance, free rent, or other concession in connection with the extension of the term, or to pay any commission to any assumption by any Extending Banks of Commitments of Declining Banks as described below)broker who represents Tenant, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% and Landlord and Tenant will sign and deliver a confirmation of the Total Commitments then in effect, extension of this Lease and (ii) on the date amount of any request by the Borrower to extend net rent due during each year of the Commitments, extension term. Tenant and Landlord agree that time is of the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date essence with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of exercising their rights under this Agreement pursuant to this Section 2.7section 4.b.

Appears in 1 contract

Samples: Lantronix Inc

Extension Option. The Borrower may request Section 32.01 (a) Provided that at the Commitments time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated and MONGODB, INC. or its permitted Successor Entity is then Tenant under this Lease; (ii) Tenant shall not be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such in monetary default or material non-monetary default under this Lease beyond any applicable notice, a “Notice Date”grace and cure periods; and (iii) to the Administrative Agent prior to any anniversary Tenant and/or its Affiliates are in occupancy of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than at least one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from full floor of the then current Maturity Date so long as Premises (i) for the Commitments purposes of this occupancy requirement, any portions of the Extending Banks (after giving effect Premises in which Tenant is then performing any Tenant’s Changes and any portions of the Premises not occupied by Tenant due to any assumption a Casualty shall both be deemed occupied by any Extending Banks of Commitments of Declining Banks Tenant and such occupancy requirement is hereinafter referred to as described belowthe, “Occupancy Requirement”), together with Tenant shall have the Commitments of any New Banks that replace any Declining Banksoption (the “Extension Option”) to unconditionally extend the Term, represent more than 50% for one five (5) year period, commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary of the Total Commitments Expiration Date (the “Extended Term”). Tenant may exercise its Extension Option for all and not a portion of the Premises then leased by Tenant in effect, and (ii) on the Building. Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, tenant may not thereafter revoke such exercise. If any of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be satisfiedvoid and of no further force or effect and Tenant shall have no further Extension Option. No Commitment Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension shall result Option give Tenant a notice specifying the reasons, if any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the then-existing Maturity Date being more than five (5) years from the effective date applicable time, Landlord is rejecting Tenant’s exercise of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extension Option.

Appears in 1 contract

Samples: Lease (MongoDB, Inc.)

Extension Option. The Borrower So long as there shall not then be an Event of Default under this Lease, Tenant may request that extend this Lease with respect to one of the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice following (the date of such notice“Extension Premises”): (a) the Third Floor West Wing Premises, a “Notice Date”(b) to the Administrative Agent prior to any anniversary of Existing Fifth Floor West Wing Premises, the Closing Date. If a Bank agreesExisting Sixth Floor West Wing Premises, in its individual and sole discretion (and with the approval of the Swingline Lender Existing Fifth Floor East Wing Premises and the Issuing BanksSixth Floor East Wing Premises, such approval(c) the Existing Fifth Floor West Wing Premises and the Existing Sixth Floor West Wing Premises, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify d) the Administrative Agent, in writing, of its decision to do so no later than 15 days after Existing Fifth Floor East Wing Premises and the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Sixth Floor East Wing Premises; for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective “Extension Term”), by delivering written notice of the exercise thereof to Landlord not later than fifteen (15) months (nor earlier than eighteen (18) months) before the expiration of the Original Term therefor. The Base Rent payable for each month during the Extension Term shall be the prevailing rental rate (the “Prevailing Rental Rate”), at the commencement of the Extension Term, for renewals of space in Cambridge, Massachusetts of equivalent quality, size, utility and location, taking into account prevailing concessions including, but not be limited to, tenant improvements, tenant improvement allowances, rental abatement, the length of the Extension Term, size of the premises, condition of the premises, escalation charges, location of the premises, location and age of the building, free rent periods, brokerage commissions and lease term. Within fourteen (14) days after receipt of Tenant’s notice to extend, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Base Rent, if any, and the other terms and conditions offered. Tenant shall, within twenty-one (21) days after receipt of Landlord’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate (“Tenant Notice”). If Tenant timely notifies Landlord that Tenant accepts Landlord’s determination of the Prevailing Rental Rate, then, on or before the commencement date of such Commitment Extension. No Bank the Extension Term, Landlord and Tenant shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for execute an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant amendment to this Section 2.7.Lease extending the Term for the Extension Premises on the same terms provided in this Lease, except as follows:

Appears in 1 contract

Samples: To Lease (CarGurus, Inc.)

Extension Option. The Borrower (a) So long as at the time no Default or Event of Default shall exist, the Revolving Commitment Termination Date and/or the Maturity Date with respect to the Revolving Commitments and Term Loans hereunder, as applicable, may request be extended in the manner set forth in this Section 2.24 for a period of one year from the applicable Revolving Commitment Termination Date or Maturity Date then in effect (an “Extension”); provided that the Commitments Revolving Commitment Termination Date or Maturity Date, as applicable, may only be so extended once per year for up each Class. If the Borrower wishes to two additional one year periods by providing not less than 30 days’ request an Extension, the Borrower shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any each anniversary of the Closing Date that occurs prior to the Revolving Commitment Termination Date or Maturity Date, as applicable, then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of the applicable Class of such request. If a Bank agreesEach applicable Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion (and with the approval discretion, within 30 days of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, in writingsuch Lender shall be deemed to have rejected the Borrower’s proposal to extend such Lender’s Revolving Commitment or Term Loans, as applicable, and only the Revolving Commitments and the Term Loans, as applicable, of its decision those Lenders which have responded affirmatively shall be extended, subject to do so no later than 15 days after receipt by the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders that have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks No extension of Commitments of Declining Banks as described below), together with the Commitments of or Term Loans pursuant to this Section 2.24 shall be legally binding on any New Banks that replace any Declining Banks, represent party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having or holding more than 50% of the Total Commitments then Voting Power Determinants in effect, and (ii) on the date respect of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Class.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (8point3 Energy Partners LP)

Extension Option. (a) The Borrower Maturity Date may request be extended in the manner set forth in this Section 2.21 for a period of one year from the Maturity Date then in effect; provided that the Commitments Maturity Date may only be extended for up to two additional one year periods by providing not less than 30 days’ periods. If the Borrower wishes to request an extension of the Maturity Date, the Borrower shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any the first or second anniversary of the Closing Date, or at both times, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Borrower and the Administrative Agent. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline any Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Lender shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrower’s proposal to extend its Commitment (such Bankand only the Commitments of those Lenders which have responded affirmatively shall be extended, an “Extending Bank”), it will notify subject to receipt by the Administrative Agent, Agent of counterparts of an Extension Agreement in writing, substantially the form of its decision to do so no later than 15 days after Exhibit D hereto (the applicable Notice Date (such extension decision, a Commitment ExtensionExtension Agreement). The Administrative Agent will notify ) duly completed and signed by the Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders which have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) No extension of the Commitments of the Extending Banks (after giving effect pursuant to this Section 2.21 shall be legally binding on any assumption party hereto unless and until such Extension Agreement is so executed and delivered by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more Lenders having greater than 50% of the Total Commitments then in effect, and (ii) on the date aggregate amount of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have may obtain the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to signature of Lenders having greater than 50% of the aggregate amount of the Commitments by requiring any Lender that has failed to consent to such Extension Amendment (such Lender, a “Non-Extending Lender”) to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender or an Affiliate of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Lender) and (ii) each Issuing Bank (unless such Eligible Assignee assignee is a Lender or an affiliate Affiliate of a BankLender); provided that: (i) must all Obligations of the Borrower owing to such Non-Extending Lender being replaced shall be approved paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 9.04(b), if applicable, (iii) the replacement Lender shall execute and deliver such Extension Amendment and (iv) such assignment does not conflict with applicable law. No action by or consent of the Non-Extending Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, the Swingline such Non-Extending Lender and the Issuing Banksreplacement Lender shall otherwise comply with Section 9.06; provided that if such Non-Extending Lender does not comply with Section 9.06 within five Business Days after the Borrower’s request, compliance with Section 9.06 (but only on the part of the Non-Extending Lender) shall not be required to effect such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7assignment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Zoetis Inc.)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date ​ ​ assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. The Borrower may request that Landlord and Tenant agree that, (i) so long as there then exists no default either at the Commitments be extended time of exercise or at the first day of the Extension Term (as hereinafter defined), (ii) this Lease is in full force and effect, and (iii) Tenant is in occupancy of the entire Premises, Tenant shall have the right and option to extend the initial Term hereof for up to two one additional one five (5) year periods by providing (the “Extension Term”) upon written notice to Landlord given not less than 30 days’ nine (9) months prior and not more than twelve (12) months prior to the expiration of the applicable Expiration Date. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the time period set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the option granted hereunder, the Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant for the applicable Extension Term shall be increased to 100% of the Fair Market Rent as provided hereinbelow. Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and the Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than 180 days prior to the first day of the Extension Term, Landlord shall notify Tenant in writing of Landlord’s determination of Fair Market Rent for the Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Landlord’s determination of such Fair Market Rent by written notice to Landlord within ten (10) days after the date of such noticeLandlord’s Rental Notice, a “Notice Date”) then Tenant shall be deemed to have accepted the Administrative Agent prior to any anniversary of the Closing DateFair Market Rent set forth in Landlord’s Rental Notice. If a Bank agreesTenant does timely object to Landlord’s Rental Notice, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksparties cannot agree upon the Fair Market Rent within thirty (30) days after Landlord receives Tenant’s notice of objection, such approvalthen the market rate shall be submitted to arbitration as follows: “Fair Market Rent” shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in the Cypress, in each caseCalifornia area), not one to be unreasonably withheldchosen by the Landlord, delayed or conditioned)one to be chosen by Tenant, and a third to extend its Commitment be selected, if necessary, as below provided, and shall reflect the current fair market rent for buildings of comparable size, quality age and location in the Cypress, California area and the value of all concessions then being offered in the market for comparable space (such Bank, an Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment ExtensionFair Market Rent”). The Administrative Agent will unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the Borrowerother of its chosen arbitrator within ten (10) days following the call for arbitration and, in writingunless such two arbitrators shall have reached an unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Banks’ decisions promptly American Arbitration Association and request him to select an impartial third arbitrator to determine the Fair Market Rent as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (30) days following the date of appointment of the third arbitrator and shall notify Landlord and Tenant thereof, which decision shall be final and binding on the parties. Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to a market rate has not been resolved before the commencement of Tenant’s obligation to pay Annual Base Rent based upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from such market rate, Tenant shall pay Annual Base Rent under the then current Maturity Date so long as Lease based upon the fair market rate designated by Landlord until either (i) the Commitments agreement of the Extending Banks (after giving effect parties as to any assumption by any Extending Banks of Commitments of Declining Banks as described below)the market rate, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and or (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension decision of the Commitments (a “Declining Bank”) arbitrators, as the case may be, at which time Tenant shall remain promptly pay any underpayment of Annual Base Rent to Landlord, or Landlord shall credit the then-existing Maturity Date (without regard overpayment of Annual Base Rent against the next installment of rental or other charges due to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Landlord hereunder.

Appears in 1 contract

Samples: Lease (Integrated Alarm Services Group Inc)

Extension Option. The Borrower may request Provided that the Commitments be extended for up to two additional one year periods by providing Tenant is not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to in default under any anniversary of the Closing Date. If a Bank agrees, in its individual terms and sole discretion (and with the approval conditions of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLease (as amended hereby), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 Tenant shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of the Lease for one additional period of sixty (60) months (the "Extension Option") from and after the Expiration Date (the "Extension Termination Date") by written notice to Landlord given at least nine (9) months prior to the Expiration Date. In the event the Extension Option is timely exercised, the term of the Lease shall be extended on the same terms and conditions, except that the base rent during the Extension Option term shall be equal to the fair market rental value of the leased premises, as determined below. Except as provided in this Agreement Section 8, Tenant has no other options to extend or renew the term of the Lease. Landlord and Tenant shall endeavor in good faith to reach agreement on the then current fair market rental value of the leased premises. In no event shall the base rent for the Extension Option term be less than the base rent for the last year of the Extended Term. If Landlord and Tenant are unable to agree on the fair market rental value of the leased premises on or before the date that is one hundred twenty (120) days prior to the Expiration Date, the same shall be determined by arbitration conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). The parties shall attempt to agree on a single arbitrator (a "Referee"). The Referee must be a real estate broker licensed by the jurisdiction where the leased premises is located with at least ten (10) years of leasing experience in the locality where the leased premises is located. If the parties cannot agree on the appointment of the Referee either party may request the AAA to appoint a Referee meeting the foregoing requirements. If the AAA shall fail to appoint such a Referee within ten (10) days of such request, either party may apply to a court of competent jurisdiction for the appointment of a Referee. Within fifteen (15) days after the selection of the Referee, the parties shall submit to the Referee their respective estimates of the fair market rental value of the leased premises. Within thirty (30) days following the selection of the Referee, the Referee shall, without adding to, subtracting from or otherwise modifying the Lease (as amended hereby) or such estimates, select one of the estimates to be the fair market rental value. The Referee's decision shall be final. If the base rent for the Extension Option term is not determined prior to the commencement of such Extension Option term, Tenant shall continue to pay the base rent for the term as currently in effect pursuant to this Section 2.7the Lease (as amended hereby). When the fair market rental value for the Extension Option term is determined, the base rent for such period shall be recomputed and if such recomputed base rent for such period is in excess of such interim base rent paid for such period, Tenant shall immediately pay Landlord an amount equal to such excess. Conversely, if such recomputed base rent for such period is less than such interim base rent paid for such period, Landlord shall apply such amount against the next installment(s) of base rent coming due under the Lease (as amended hereby).

Appears in 1 contract

Samples: Lease (Atmi Inc)

Extension Option. The (a)The Borrower may request that an extension of the Commitments be extended Maturity Date for up to two additional one year periods by providing (each, an “Extended Maturity Date”); provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days’ written days prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the date of such notice, a Notice DateExtension Agreement”) to duly completed and signed by the Borrower, the Administrative Agent prior to any anniversary and all of the Closing DateLenders which have responded affirmatively. If a Bank agrees, in its individual and sole discretion (and with the approval No extension of the Swingline Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders. (b) If any Lender and rejects, or is deemed to have rejected, the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as applicable, with respect to such BankNon-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.12, 2.15 and 9.04 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (iii) the Borrower may, i f it so elects upon five Business Days’ notice to JPMCB, as Administrative Agent, designate a Person to become a Lender after consultation with JPMCB, as Administrative Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (each, an “Extending BankAssuming Lender”), it will notify the Administrative Agentin each case to assume, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, effective as of the Banks’ decisions promptly upon receipt thereof and in Maturity Date or the initial Extended Maturity Date, as applicable, any event not later than one (1) Business Day after receipt thereof. The Non-Extending BanksLenders’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments and all of the obligations of such Non-Extending Banks (after giving effect Lenders under this Agreement thereafter arising relating to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the such Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the thenwithout further recourse to or warranty by, or 30 expense to such Non-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks)Extending Lenders; provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all designation or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is agreement may not a Bank in an aggregate amount up to increase the aggregate amount of the Commitments. The assumptions provided for in this Section 2.20(b) shall be subject to the conditions that: (i)the Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii)all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and (iii)with respect to any Declining Banks; provided such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower). On or prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and JPMCB, as Administrative Agent, an Assignment and Acceptance or such other agreement acceptable to the Borrower and JPMCB, as Administrative Agent, and (B) any Eligible Assignee proposed existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and JPMCB, as Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.20(a), and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for a Declining Bank (unless the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such Eligible Assignee is an affiliate of a Bank) must be approved extent hereunder shall, by the Administrative Agentprovisions hereof, the Swingline Lender be released and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioneddischarged. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.ARTICLE III

Appears in 1 contract

Samples: Credit Agreement

Extension Option. The Borrower may request Landlord hereby grants to Tenant one option to extend the Term (the “Option to Extend”) for all space in the Building that the Commitments Tenant has leased or any reasonably configured portion of such space to be extended for up to two additional one year periods by providing not less than 30 days’ written notice 22,100 rentable square feet in a configuration acceptable to Landlord, for five (the date of such notice, a 5) additional years (Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankOption Term”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, upon each and all of the Banks’ decisions promptly upon receipt thereof terms and in conditions of this Lease (including any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date modifications or amendments hereto), so long as (i) the Commitments Tenant is not in Default of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) this Lease on the date of exercise of the Option to Extend and has not been in monetary or other material Default of this Lease more than three (3) times during the Term. Tenant shall have such Option to Extend in addition to, not in lieu of, any request term extension or extensions entered into by Tenant pursuant to Paragraph 1.3.C. of this Lease. Tenant shall give written notice to Landlord, indicating Tenant’s desire to exercise the Borrower Option to Extend as set forth in this Paragraph 34.1 (an “Option Exercise Notice”) at least nine (9) months before the then‑scheduled expiration of the Term, time being of the essence. If Tenant fails to send an Option Exercise Notice within the time period specified in the preceding sentence, then Tenant shall be deemed to have waived the Option to Extend. The Term (as defined in Paragraph 2.1) shall include the Option to Extend if properly exercised hereunder. The Option to Extend is personal to Tenant and any Permitted Transferee and shall not be available to and may not be exercised by, or for the benefit of, any other person or entity, without Landlord’s prior written consent (which may be granted or withheld in Landlord’s sole discretion). The Base Rent during the Option Term shall be as set forth in Paragraph 34.2. If Tenant properly exercises its right to extend the CommitmentsTerm for the Option Term, Landlord will install new carpet and paint the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result walls in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Premises and any Office Increment, provided, however, Landlord shall be required have no obligation to consent to perform any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond improvements to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Warehouse Space.

Appears in 1 contract

Samples: Lease Agreement (Inogen Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 1 contract

Samples: Credit Agreement (Edison International)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) Subject to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agreesterms and conditions contained herein, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 Tenant shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank extend the term of this Lease for one additional period of three (with respect 3) years, to all or any portion begin immediately upon the expiration of the original term of this Lease (the “extended term”), provided that each of the following conditions has been satisfied: (i) as of the date of the Tenant’s Notice of Intent (as defined below), the Landlord’s Notice of the Market Rate (as defined below), the Date of Tenant’s Acceptance (as defined below), and as of the commencement of the extended term, Tenant shall not be in default and shall not have previously been in default of its Commitmentobligations under this Lease beyond any applicable grace period; (ii) following Tenant shall have a net income for the effectiveness 12-month period immediately preceding the date of any the Extension Notice and for the 12-month period immediately preceding the commencement of the extended term; and (iii) simultaneously with delivery of the Extension Notice and also at the commencement of the extended term, Tenant shall have delivered to Landlord an audited statement prepared using generally accepted accounting principles evidencing such extensionnet income during each of the periods specified in clause (ii) hereinabove. The Borrower will If an audited statement has not yet been prepared for either of the 12-month periods specified in (ii) above, Tenant shall deliver, in lieu thereof, a financial statement certified by an officer of the company and prepared using generally accepted accounting principles to evidence said net income, provided, however, Xxxxxx shall deliver said audited statement to Landlord immediately upon its completion and if said audited statement does not corroborate the certified financial statement, Landlord shall have the right to accept Commitments from terminate the extended term and any Eligible Assignee that is extension notice delivered by Tenant shall be deemed null and void and of no further effect as between the parties. Landlord shall not a Bank be liable to Tenant for any damages (direct, indirect, punitive, consequential, special or otherwise) incurred by Tenant in an aggregate amount up to the aggregate amount connection with any failure of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant Lease to be extended hereunder. All of the terms, covenants and provisions of this Section 2.7Lease shall apply to such extended term except that the Annual Fixed Rent Rate for such extension period shall be the market rate at the commencement of such extended term, as designated by Landlord. The “market rate” shall be the annual fair market rental rate during the extended term, for leases, for a space of similar size to the Premises and of a quality comparable to the Premises, in a comparable market as reasonably determined by Landlord. In order for Tenant’s right to extend the term of this Lease to be effective, Tenant shall notify Landlord in writing of its desire to extend the term no later than June 15, 2007 (the “Tenant’s Notice of Intent”). If Xxxxxx delivers the Tenant’s Notice of Intent as aforesaid, then, not later than July 5, 2007, Landlord shall give written notice to Tenant of Landlord’s designation of the market rate (the “Landlord’s Notice of the Market Rate”). Tenant shall either accept or reject in writing Landlord’s designation of the market rate no later than July 15, 2007 (in the event Tenant accepts Landlord’s designation, the date of Tenant’s acceptance is referred to herein as the “Date of Xxxxxx’s Acceptance”). Any failure on the part of Tenant to deliver, or any act or omission by Tenant not to deliver, its notice accepting or rejecting the Landlord’s designation of the market rate shall bind Tenant to Landlord’s designation of the market rate and the extension of this Lease shall automatically be effected without the execution of any additional documents. If Tenant accepts the Landlord’s designation of the market rate, the extension of this Lease shall be automatically effected without the execution of any additional documents. If Tenant fails or decides not to timely deliver its Notice of Intent, or rejects Landlord’s designation of the market rate, as aforesaid, Tenant shall be deemed to have waived its right to extend the term of the Lease hereunder. The original term and the extended term are hereinafter collectively called the “term”. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to such extended term.

Appears in 1 contract

Samples: Lemaitre Vascular Inc

Extension Option. The Borrower Provided that Urologix, Inc. is occupying one hundred percent (100%) of the Premises and is not in Default under this Lease and no event or condition exists which with notice and/or the expiration of any grace period would constitute a material default under this Lease, both at the time the option may request that be exercised, and on the Commitments be extended for up commencement date of the Extension Term (as hereinafter defined), Landlord grants to two additional Tenant one year periods by providing not less than 30 days’ written notice (1) option (the date of such notice, a Notice DateExtension Option”) to extend the Administrative Agent prior term of this Lease with respect to any anniversary all of the Closing Date. If a Bank agrees, in its individual and sole discretion Premises for an additional period of five (and with 5) years (the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment ExtensionExtension Term”). The Administrative Agent will notify Extension Option may be exercised by Tenant delivering written notice to Landlord at least nine (9) months, but not more than twelve (12) months, prior to the Borrower, in writing, expiration date of the Banks’ decisions promptly upon receipt thereof and Term (“Tenant’s Extension Notice”). Time is of the essence in any event not later than one (1) Business Day after receipt thereofthe exercise of the Extension Option. The Extending Banks’ Commitments will annual Base Rent payable for the Extension Term (the “Extension Rental Rate”) shall be extended one hundred (100%) percent of the market rental rate for an additional year from comparable space in comparable buildings in the general vicinity of the Building (with respect to age, use, quality and location, but in no event less than the annual Base Rent in effect during the last twelve (12) months of the then current Maturity Date so long expiring Term), and which may include a tenant improvement allowance and other lease concessions, determined as follows: In the event Tenant timely exercises the Extension Option in accordance herewith, within thirty (i30) the Commitments days after Landlord receives notice of Tenant’s exercise of such Extension Option, Landlord shall notify Tenant in writing of Landlord’s good faith determination of the Extending Banks Extension Rental Rate (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below“Landlord’s Extension Term Rental Notice”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and . Tenant shall have fifteen (ii15) on days from the date of any request Landlord’s Extension Term Rental Notice to either accept or dispute Landlord’s determination of the Extension Rental Rate. In the event that Tenant disputes Landlord’s determination of the Extension Rental Rate, Tenant shall so notify Landlord and advise Landlord of Tenant’s determination of the Extension Rental Rate. If Landlord and Tenant cannot agree upon the Extension Rental Rate within thirty (30) days of the date of Landlord’s Extension Term Rental Notice (the “Negotiation Period”), Landlord and Tenant shall simultaneously exchange, on a mutually agreeable date and time, within the following fifteen (15) days, on a date determined by Landlord, statements setting forth each such party’s conclusion regarding the Borrower to extend Extension Rental Rate (each, a “Statement of Rental Rate”); provided, however, that if one party has not submitted such statement within forty-five (45) days after the Commitmentsdate of Landlord’s Extension Term Rental Notice, then the applicable conditions determination set forth in Section 5.3 the other party’s statement shall be satisfiedfinal and binding upon both parties. No Commitment If both parties receive the other party’s statement of the Rental Rate within such time and the lesser of the two (2) determinations is within five (5%) percent of the higher determination, then Landlord’s determination shall conclusively be deemed to be the Extension shall result in the then-existing Maturity Date being Rental Rate. If these determinations differ by more than five (5%) years from percent, then Landlord and Tenant shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the effective date business of appraising or marketing multi-tenant office buildings in the greater Minneapolis area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Landlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days of the exchange of the Statements of Rental Rate, either party may apply to the American Arbitration Association, the Minneapolis Real Estate Board, or any successor thereto, for the designation of a Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Landlord and Tenant 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 thirty (30) days after receipt of such Commitment Extension. No Bank submissions, select as the Extension Rental Rate the submission which the Valuation Expert concludes most closely and accurately reflects the Extension Rental Rate for the Premises and the rental rate set forth in that submission shall be required to consent to any the Extension Rental Rate for such extension request or Extension Term (provided, however, that in no event shall the Extension Rental Rate ever be required to increase its Commitmentless than the annual Base Rent for the preceding twelve (12) months of the Term then expiring). The Maturity Date Valuation Expert shall give notice of his or her determination to Landlord and Tenant and such decision shall be final and conclusively binding upon Landlord and Tenant. 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 respect any proceeding under this paragraph, and the party whose determination was determined by the Valuation Expert not to any Bank that declines or does not respond to most accurately and closely reflect the Borrower’s request for an extension Extension Rental Rate of the Commitments (a “Declining Bank”) Premises shall remain pay the then-existing Maturity Date (without regard to any extension fees and expenses of the Commitments Valuation Expert. At Landlord’s request, Landlord and Tenant 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 Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other Banks); provided that terms and conditions for the Borrower Extension Term. Except as set forth above, the Extension Term shall continue to have the right to replace any such Declining Bank (with respect be subject to all or any portion of its Commitment) following the effectiveness terms and conditions of any such extensionthis Lease; provided, however, that Tenant shall have no further extension rights once it has exercised the Extension Option. The Borrower will have Extension Term annual Base Rent shall be payable in equal monthly installments in advance on or before the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount first day of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice calendar month during the term of this Agreement pursuant to this Section 2.7Extension Term.

Appears in 1 contract

Samples: Lease (Urologix Inc)

Extension Option. The Borrower may request (a) Provided that C-Bridge Internet Solutions, Inc. has not assigned this Lease or sublet more than 25% of the Commitments Rentable Area of the Premises other than to a Successor or Affiliate under Article 14 (it being intended that all rights pursuant to this provision are and shall be extended personal to the original Tenant or its Successor or Affiliate under Article 14 under this Lease and shall not be transferable or exercisable for up to two additional one year the benefit of any other Transferee), and provided Tenant is not in default beyond applicable notice and grace periods by providing not less than 30 days’ written notice under this Lease at the time of exercise or at any time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the date of such notice, a “Notice Date”"Extension Option") to extend the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Term for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective date "Extension Period"), subject to and in accordance with the terms and conditions of such Commitment Extensionthis Section. No Bank The exercise of any Extension Option by Tenant shall be required irrevocable and shall cover the entire Premises leased by Tenant pursuant to consent to any such extension request or be required to increase its Commitmentthis Lease. The Maturity Date with respect to any Bank that declines or does Any Extension Option shall terminate if not respond to exercised precisely in the Borrower’s request for an manner provided herein. Any extension of the Commitments Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no further option to extend the Term of the Lease, other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises. If Tenant wishes to consider exercising the Extension Option, Tenant shall first give written notice to Landlord, at least twelve (12) months, but not more than fifteen (15) months, prior to the expiration of the initial Term, of Tenant's request for Landlord's determination of the Base Rent for the Extension Period (the "Extension Rent"). The Extension Rent shall be the Fair Market Base Rental for the Premises (as determined hereunder), but not less than the Base Rent in effect immediately prior to the Extension Period. Failure timely to give a “Declining Bank”notice as specified under this subsection (a) shall remain the then-existing Maturity Date (without regard to any extension constitute an irrevocable waiver of the Commitments of other Banks); provided that the Borrower shall continue to have the Tenant's right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Term.

Appears in 1 contract

Samples: Lease Agreement (C Bridge Internet Solutions Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and 42 509265-1292-1635217123-Active.25783117.740387902.9 ​ the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Effective Date pursuant to this Section 2.72.18.

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date 49207859.4 ​ assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. The Borrower may request Section 40.1 Provided that no Event of Default, or an event which, upon the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written giving of notice or the passage of time could become and Event of Default, has occurred and is continuing under this Lease at the time Tenant exercises the Renewal Option (defined below) or at the commencement of the Renewal Term (defined below), Tenant shall have the option (the date of such notice, a Notice DateRenewal Option”) to renew this Lease for one additional term (the Administrative Agent prior to any anniversary “Renewal Term”) of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from by giving Landlord written notice (the effective “Option Notice”) no earlier than two years but no later than one year prior to the end of the initial Term. If Tenant fails to deliver to Landlord the Option Notice on or before the date that is one year prior to the end of such Commitment Extensionthe initial Term, time being of the essence hereunder, the option to renew this lease for the Renewal Term shall terminate and be of no further force and effect and Tenant shall have no further right to extend or renew this Lease. No Bank The Renewal Term shall be required on the same terms and conditions as set forth in this Lease, except that Landlord may elect, in its sole discretion and at no cost to consent Tenant, to any such extension request or be required relocate the Premises to increase its Commitmentanother location in the Landlord’s Premises selected by Landlord. The Maturity Date with respect to any Bank that declines or does not respond to Base Rental during the Borrower’s request for an extension first year of the Commitments Renewal Term shall be the greater of (a “Declining Bank”i) shall remain the then-existing Maturity Date one hundred three (without regard to any extension 103%) percent of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Base Rental last in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice effect during the term initial Term and (ii) Market Rent (as hereinafter defined) for renewals of this Agreement pursuant to this Section 2.7tenant space in comparable quality buildings in the area in which the Premises is located.

Appears in 1 contract

Samples: Lease Agreement (Brooklyn ImmunoTherapeutics, Inc.)

Extension Option. The Borrower may request 50.01 (i) Provided that Tenant is not in default under this Lease beyond the Commitments be extended for up grace period applicable to two additional one year periods by providing such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein (the “Named Tenant”) shall occupy not less than 30 days’ ninety (90%) percent of the entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right (the “Extension Right”) to extend the term of the Lease with respect to the entire Premises for a single five (5) year period (the “Extension Term”). The Extension Term shall commence on the day after the Expiration Date (the “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant’s intention to exercise such option no later than three hundred sixty-five (365) days prior to the Expiration Date, as to which date time is of the essence, and upon the giving of such notice, a “Notice Date”) subject to the Administrative Agent prior to any anniversary provisions of the Closing Date. If a Bank agreesfirst sentence of this Section 50.01 and Subsection (vii), in its individual and sole discretion (and the term of the Lease shall be extended without execution or delivery of any other or further document, with the approval same force and effect as if the Extension Term had originally been included in the original term of the Swingline Lender Lease. All of the terms, covenants and conditions of the Issuing BanksLease shall continue in full force and effect during the Extension Term, such approvalincluding items of additional rent and escalation which shall remain payable on the terms herein set forth (provided, in each case, however that the provisions of Section 3.02 and Article 22 hereof shall not to be unreasonably withheld, delayed or conditioned), applicable during the Extension Term) and Tenant shall have no further right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, term of the Banks’ decisions promptly upon receipt thereof and Lease for any reason; provided, however, that in any the event not later than one that the fixed annual rent payable by Tenant for the Premises during the Extension Term is equal to the Escalated Rent (as more particularly defined below) (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long phrase “Base Tax Year” as (isuch term is defined in Article 32.0(iii) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)Lease, together with shall mean the Commitments of any New Banks that replace any Declining Banks, represent more than 50% average of the Total Commitments then in effectReal Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (iiy) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the date of any request by phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension average of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all Expenses or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Building Insurance Expenses, as applicable, incurred in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender calendar year 2017 and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7calendar year 2018.

Appears in 1 contract

Samples: Sublease Agreement (Delcath Systems, Inc.)

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower option to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than Term for two (2) additional five (5) years from year extension terms (each an “Extension Term”) by notice given to Landlord at least nine (9) months before the effective date of such Commitment ExtensionTerm Expiration Date. No Bank Tenant’s election shall be required exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to consent exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default beyond any such extension request applicable notice or be required grace period at the time Tenant elects to increase its Commitment. The Maturity Date with respect to any Bank that declines extend the Term or does not respond to at the Borrower’s request time the Term would expire but for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety five percent (95%) of the then prevailing market rate (the “Fair Market Rent”) for a five (5) year lease of office space in the greater “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises. Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the applicable extension option. Tenant shall have the right option to accept Commitments from or reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any Eligible Assignee that is not a Bank case within fourteen (14) days following delivery of Landlord’s estimate. Tenant’s failure to respond within such period shall be deemed to constitute rejection of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall appoint as an aggregate amount up arbitrator an MAl appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area, including first class suburban office buildings, and shall give notice of such appointment to the aggregate amount other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston office of the Commitments American Arbitration Association (lfAAAIf) for appointment of such an arbitrator five (5) Business Days, as such term is defined in Section 8.19, after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) Business Days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third arbitrator is appointed, by selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The arbitrators shall have no authority or jurisdiction to make any Declining Banks; provided that any Eligible Assignee proposed to other determination of such amount. The cost of the arbitration (exclusive of each party’s witness and attorneys fees, which shall be substituted for a Declining Bank (unless paid by such Eligible Assignee is an affiliate of a Bankparty) must shall be approved borne equally by the Administrative Agentparties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the Swingline Lender second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share equally in the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or under payments within twenty (20) days after the decision of the arbitrators is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7new rate for Annual Fixed Rent.

Appears in 1 contract

Samples: Edgewater Office (Alliance Data Systems Corp)

Extension Option. The Borrower may request Provided that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (as of the date of such noticethe notice specified below, a “Notice Date”Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period more than once, Tenant shall have the right to extend the term of this Lease for one additional period of five (5) years, to begin immediately upon the Administrative Agent prior to any anniversary expiration of the Closing Dateoriginal term of this Lease (the "extended term"). All of the terms, covenants and provisions of this Lease shall apply to such extended term except that the Annual Fixed Rent Rate for such extension period shall be the fair market rate at the commencement of such extended term, as designated by Landlord for comparable buildings in the greater Burlington area. If a Bank agrees, in its individual and sole discretion (and with Tenant shall elect to exercise the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”)aforesaid option, it will notify the Administrative Agent, shall do so by giving Landlord notice in writing, writing of its decision intention to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from prior to the then current Maturity Date so long as (i) the Commitments expiration of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the original term of this Agreement pursuant Lease. If Tenant gives such notice, the extension of this Lease shall be automatically effected without the execution of any additional documents. The original term and the extended term are hereinafter collectively called the "term". If the Tenant disagrees with Landlord's designation of the market rate, and the parties cannot agree upon the market rate, then the market rate shall be submitted to this Section 2.7arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Xxxxxx, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator, who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). If the dispute between the parties as to a market rate has not been resolved before the commencement of Tenant's obligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to such extended term.

Appears in 1 contract

Samples: Ibasis Inc

Extension Option. The Borrower may request Provided that at the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (time of exercise there exists no default of LESSEE and this lease is still in full force and effect, LESSEE shall have the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual right and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this lease for one (1) Business Day after receipt thereofextended term of four (4) years (the "Option Term"), commencing on June 1, 2012 and ending on May 30, 2016. LESSEE shall exercise such option to extend by giving written notice to LESSOR not later than eight (8) months prior to the expiration of the initial term. The Extending Banks’ Commitments will giving of such notice by LESSEE shall automatically extend the term of this lease for the Option Term and no instrument of renewal need be extended for an additional year from executed. In the then current Maturity Date so long as (i) event that LESSEE fails to give such notice to LESSOR, this lease shall automatically terminate at the Commitments end of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, initial term and (ii) on the date of any request by the Borrower LESSEE shall have no further option to extend the Commitments, the applicable conditions set forth in Section 5.3 term of this lease. The Option Term shall be satisfiedon all the terms and conditions of this lease except that the base rent shall be as determined pursuant to this Section K. If LESSEE exercised the extension option, LESSOR and LESSEE shall attempt to agree upon the Current Market Rental Rate using their best good-faith efforts. No Commitment Extension shall result in the then-existing Maturity Date being more than five If LESSOR and LESSEE fail to reach an agreement within sixty (560) years from the effective date days following LESSEE's exercise of such Commitment Extension. No Bank extension option, then LESSEE shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace rescind LESSEE's exercise of the extension option by written notice to LESSOR, in which event the lease shall terminate upon the end of the initial term. If no agreement is reached and LESSEE does not elect to rescind the extension option, then the annual base rent shall be the average annual rental rate of other leases with similar financial terms for comparable lab space, of comparable size and layout in comparable buildings in the local market area (which shall be defined as the area bounded by Xxxxx 00, Xxxxx 000 and the Massachusetts Turnpike, including the entire area of any municipality intersected by one of these highways), entered into during the twelve (12) month period immediately preceding the commencement of the Option Term. LESSEE shall continue to pay the then current rental rate upon commencement of the Option Term until such new annual base rent is determined, whereupon any such Declining Bank payments shall be adjusted retroactively to account for the new rent. _______________ LESSOR _______________ LESSEE RIDER TO LEASE (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.CONTINUED)

Appears in 1 contract

Samples: BioVex Group, Inc.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such noticeSo long as this Lease is still in full force and effect, a “Notice Date”) and subject to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agreesConditions (as hereinafter defined), which Landlord may waive, in its individual sole and sole discretion (and with absolute discretion, at any time, but only by notice to Tenant, Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, Term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereofadditional period (the “Extended Term”) of five (5) years, commencing on February 1, 2019, and expiring on January 31, 2024. The Extending Banks’ Commitments will All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Initial Term shall apply to the Extended Term except that Annual Fixed Rent payable by Tenant during the Extended Term shall be extended for an additional year from the then current Maturity Date so long as greater of: (i) $289,840.00 and (b) the Commitments Market Rate (as hereinafter defined) determined as of the Extending Banks commencement of such Extended Term, as designated by Landlord by written notice to Tenant (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below“Landlord’s Notice”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the Term of this Lease beyond the Extended Term hereinabove provided. If Tenant timely delivers an Election Notice (as hereinafter defined) to Landlord, then Tenant shall have the right, on or after August 31, 2017, but on or before March 31, 2018, to deliver to Landlord a written request (“Tenant’s Request”) that Landlord deliver Landlord’s Notice to Tenant. If Tenant timely delivers Tenant’s Request, then Landlord shall deliver Landlord’s Notice to Tenant within thirty (30) days of Tenant’s Request. If Tenant shall elect to exercise the aforesaid option, it shall do so by delivering notice to Landlord (an “Election Notice”) of its election not later than March 31, 2018. If Tenant fails to give any such notice to Landlord, the Term of this Lease shall automatically terminate no later than the end of the Initial Term, and Tenant shall have no further option to extend the Term of this Lease, it being agreed that time is of the essence with respect to the giving of such notice. If Tenant shall extend the Term hereof pursuant to the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant and Landlord shall, at either party’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of any request by the Borrower to extend Election Notice there shall exist no Default of Tenant and the Commitments, the applicable conditions named Tenant as set forth in Section 5.3 1.1 (or any successor by Merger, or any Affiliate as defined in Subsection 6.2.1) shall be satisfied. No Commitment Extension shall result in the thenactually no less than seventy-existing Maturity Date being more than five percent (575%) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Premises Rentable Area.

Appears in 1 contract

Samples: Liquid Holdings Group, Inc.

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice option (the date of such notice, a Notice DateExtension Option”) to extend the Administrative Agent prior to any anniversary Term of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval this Lease for an additional period of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from year, commencing on the then current Maturity day immediately following the originally scheduled Expiration Date so long as and expiring on the first (i1st) the Commitments anniversary of the Extending Banks originally scheduled Expiration Date, with such Extension Option to be exercised by Tenant delivering to Landlord written notice thereof not less than eight (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent 8) months and not more than 50% fifteen (15) months prior to the originally scheduled Expiration Date. Tenant’s right to exercise its Extension Option is conditioned upon (a) no Default of Tenant shall exist as of the Total Commitments then date of exercise or the date the Extension Term is to commence, (b) this Lease being in full force and effect, and (iic) on the originally named Tenant having continuously occupied the entire Premises from the Term Commencement Date through the date of any request by its exercise of such Extension Option and through the Borrower date on which the Extension Term is to extend commence. If Tenant exercises its Extension Option, then the Commitmentsportion of the Term including and preceding the originally scheduled Expiration Date shall be referred to as the “Initial Term,” and the portion of the Term after the originally scheduled Expiration Date shall be referred to as the “Extension Term.” The Extension Term shall be upon all the same terms, covenants and conditions as the applicable conditions Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in Section 5.3 1.1, (ii) that Tenant shall be satisfied. No Commitment Extension shall result have no further extension rights unless otherwise expressly provided herein or hereafter agreed to in the then-existing Maturity Date being more than five writing by Landlord, (5iii) years from the effective date of such Commitment Extension. No Bank Tenant shall be required to consent maintain the security as described in ARTICLE 18, (iv) Tenant shall not be entitled to any period of “free rent” for the Extension Term, (v) there shall be no landlord contribution for tenant improvements in connection with such extension request or Extension Term, and (vi) Landlord shall be required under no obligation to increase its Commitment. The Maturity Date with respect to perform any Bank that declines or does not respond improvements to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard Premises, unless otherwise agreed to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender writing between Landlord and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Tenant.

Appears in 1 contract

Samples: Lease (Chiasma, Inc)

Extension Option. The Borrower may request Provided that this Lease is in full force and effect, the Commitments Tenant shall be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), entitled to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended additional term (hereinafter referred to as “Extension Term”) of five (5) years, commencing on the first day next succeeding the last day of the last day of the initial Lease Term, upon the same terms and conditions and provisions as are provided for an additional year from the then current Maturity Date so long as in this Lease, except that (i) the Commitments of Basic Monthly Rent payable during the Extending Banks Extension Term shall be the prevailing market rate, subject to escalation, as determined by Landlord, (after giving effect to ii) Landlord has no obligation for any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effecttenant improvements or tenant allowances, and (iiiii) on there shall be no further extension; provided, however, if Tenant is in Default hereunder at any time from Tenant’s delivery of the date Extension Notice (hereinafter defined) to the commencement of any request by such Extension Term, at Landlord’s option, such Extension Term shall be null and void. Tenant shall provide Landlord with written notice (“Extension Notice”) of its intent to exercise the Borrower extension option not less than nine (9) months prior to the expiration of the last day of the initial Lease Term; upon Tenant’s failure to so provide the Extension Notice, time being of the essence, Tenant shall have no further right to extend the CommitmentsLease. Upon receipt of Tenant’s Extension Notice, Landlord shall advise Tenant of Landlord’s determination of the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than prevailing market rate within ten (10) days of such receipt (except if Xxxxxx Xxxxxxx is on vacation, then within five (5) years days of Xxxxxx Xxxxxxx returning from vacation). Upon receipt of Landlord’s determination, if Tenant disagrees with Landlord’s prevailing market rate, Tenant may negotiate with Landlord for a period of twenty (20) days. If Tenant and Landlord fail to agree on the effective date of such Commitment Extension. No Bank prevailing market rate, Tenant shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any withdraw its Extension Notice by notice in writing or electronically to Landlord delivered prior to the expiration of such Declining Bank twenty (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will 20)-day period, in which case Tenant shall have the no further right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up extend the Lease. Reference to the aggregate amount of word “Term” hereunder shall mean and include the Commitments of initially stated term, as well as any Declining Banks; provided that extensions or renewals thereof, including any Eligible Assignee proposed to be substituted for a Declining Bank exercised (unless such Eligible Assignee is an affiliate of a Bankbut not rescinded) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extension Term.

Appears in 1 contract

Samples: Office Lease

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower option to extend the CommitmentsTerm for two additional five-year extension terms (the “First Extension Term” and “Second Extension Term,” respectively; each an “Extension Term”) by notice given to Landlord at least twelve (12) months before the expiration of the initial Term and the First Extension Term, the applicable conditions if any. Tenant’s election shall be exercised, and Annual Fixed Rent for each Extension Term determined, as set forth in Section 5.3 below. If Tenant fails timely to exercise its option for the First Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be satisfiedvoid, at Landlord’s election, if Tenant is in default (continuing beyond any applicable notice and cure period) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an Any extension of the Commitments Term shall be applicable to the entire Premises. During each Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Second Extension Term. During each Extension Term, Tenant shall pay Annual Fixed Rent equal to the then prevailing market rate for a five-year lease of biotech facilities in the greater Boston, Massachusetts “Metro-West” area (such area not to include Cambridge, Massachusetts) comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant as of such date. Landlord shall notify Tenant of its estimate of the prevailing market rate within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to accept or reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option. In the event Tenant rejects Landlord’s estimate then the prevailing market rate shall be arbitrated in accordance with the following procedure. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the prevailing market rate, shall appoint as an arbitrator an MAI appraiser with at least ten years experience as an appraiser of Boston office buildings, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston Office of the American Arbitration Association (Declining BankAAA”) shall remain for appointment of such an arbitrator if the then-existing Maturity Date (without regard arbitrator has not been appointed within five business days after notice of such failure has been given to any extension the delinquent party. The two arbitrators shall, within five business days after appointment of the Commitments second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of other Banks); provided that the Borrower shall continue to have third arbitrator, then both arbitrators together may request such appointment from the right to replace any such Declining Bank (with respect to all or any portion Boston office of its Commitment) following the effectiveness of any such extensionAAA. The Borrower will have arbitration shall be conducted in accordance with the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount Commercial Arbitration Rules of the Commitments AAA insofar as such rules are not inconsistent with the provisions of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank this Lease (unless such Eligible Assignee is an affiliate in which case the provisions of a Bank) must be approved by the Administrative Agentthis Lease shall govern), the Swingline Lender and the Issuing Banks, such approval, arbitrators shall be charged to reach a majority decision in each case, not to be unreasonably withheld, delayed or conditionedaccordance with the standards provided in this Lease. The Borrower may only extend prevailing market rent rate shall be in accordance with the Maturity Date twice during arbitrators’ decision and shall then be the term of this Agreement pursuant to this Section 2.7.Annual Fixed Rent for the

Appears in 1 contract

Samples: Disturbance and Attornment Agreement (BG Medicine, Inc.)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such noticeSo long as this Lease is still in full force and effect, a “Notice Date”) and subject to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agreesConditions (as hereinafter defined), which Landlord may waive, in its individual and sole discretion (and with discretion, at any time, but only by notice to Tenant, Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereofadditional period (the “Extended Term”) of five (5) years commencing on February 1, 2019 and expiring on January 31, 2024. The Extending Banks’ Commitments will be extended for an additional year from All of the then current Maturity Date so long as terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Commitments Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the Extending Banks commencement of such Extended Term, as designated by Landlord by notice to Tenant (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below“Landlord’s Notice”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectbut subject to Tenant’s right to dispute as hereinafter provided, and (ii) on Tenant shall have no further right to extend the term of this Lease beyond the Extended Term. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of its election not later than nine (9) months, nor sooner than eighteen (18) months, prior to the expiration of the Original Term. If Tenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of such Election Notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of any request by the Borrower Election Notice, there shall exist no Default of Tenant (unless Tenant shall have cured the same and Landlord shall have elected to extend accept such cure and not to exercise its rights of termination or retaking of possession pursuant to Section 8.2) and the Commitments, the applicable conditions named Tenant as set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result 1.1 (or any successor by Merger, or any Affiliate as defined in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”Section 6.2.1) shall remain actually occupy the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7entire Premises.

Appears in 1 contract

Samples: Lease (Mimedx Group, Inc.)

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Extension Option. The Borrower may request that So long as there exists no default either at the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (time of exercise or on the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary first day of the Closing Date. If a Bank agreesExtension Term (as hereinafter defined) and Tenant has not assigned this Lease in whole or in part nor sublet the Premises in whole or in part, in its individual and sole discretion (and with Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower option to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than Term for two (2) additional five (5) years year periods (each an “Extension Term”) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the expiration of the then current Term. If Tenant fails to exercise its option to extend the Term strictly within the time period set forth in this section, then Tenant’s option(s) to extend the Term shall automatically lapse and be of no further force or effect. In the event that Tenant exercises the option(s) granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term, except that the Base Rent due from the effective Tenant shall be increased to Landlord’s determination of Base Rent as provided herein, and Tenant shall have no further right or option to extend the Term beyond the two (2) Extension Terms provided herein or to any abatements, improvement allowance or other inducements. If Tenant timely exercises its applicable option to extend the Term, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the Base Rent for such Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Landlord’s determination of the Base Rent by written notice to Landlord within ten (10) days after the date of such Commitment Extension. No Bank Landlord’s Rental Notice, then Tenant shall be required deemed to consent have accepted the Base Rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s determination of Base Rent for the Extension Term, the parties shall use commercially reasonable efforts to agree upon the Base Rent for such Extension Term, provided, however, if the parties cannot agree upon the Base Rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Term shall not be extended and Tenant’s rights under this section shall terminate and be of no further force or effect. For the purposes of this section, Base Rent for the Extension Term shall reflect Landlord’s reasonable determination of the fair market rental rate that would be agreed upon between a landlord and a tenant for a comparable term and for space comparable to the Premises in the Building and buildings comparable to the Building in the market area. Such determination of fair market rental rate may take into account any material economic differences between the terms of this Lease and any comparison lease, such as the manner, if any, in which the landlord under any such extension request or be required to increase its Commitmentlease is reimbursed for operating expenses and taxes. The Maturity Date with respect to determination of fair market rental rate may also take into consideration any Bank that declines or does not respond to reasonably anticipated changes in rental conditions from the Borrower’s request time such fair market rental rate is being determined and the date upon which the Extension Term shall begin. Notwithstanding the foregoing, in no event shall the Base Rent for an extension any Extension Term be less than the Base Rent paid by Tenant during the last month of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7then current Term.

Appears in 1 contract

Samples: Lease (JetPay Corp)

Extension Option. Provided Tenant is not in default of its obligations under this Lease, Tenant shall have two (2) options to extend the Term of the Lease for a period of five (5) consecutive years each as more particularly described below. Each extended term of the Lease is referred to herein as an “Extended Term” and collectively as the “Extended Terms.” The Borrower may request that first Extended Term of the Commitments be extended for up Lease shall commence November 15, 2015. The second Extended Term of the Lease shall commence on the day following the expiration of the first Extended Term referred to two additional one year periods by providing not less than 30 days’ written notice (in the date of such notice, a “Notice Date”) immediately preceding sentence. If Tenant timely exercises an option to extend pursuant to the Administrative Agent prior to any anniversary terms of this Paragraph 37.6, Tenant shall accept the Closing Date. If a Bank agrees, Premises for such applicable Extended Term in its individual then “as is” condition and sole discretion (on the same terms and with conditions as set forth in the approval of the Swingline Lender and the Issuing BanksLease, such approvalas amended hereby, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as except that (i) Landlord shall have no obligation to construct or install any tenant improvements in the Commitments Premises for Tenant or provide any tenant improvement allowance, (ii) Tenant shall have no further right to extend the Term of the Extending Banks Lease beyond the two (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then 2) Extended Terms set forth in effectthis Paragraph 37.6, and (ii) on the date of any request by the Borrower to extend the Commitments, monthly Base Rent payable during the applicable conditions set forth in Section 5.3 Extended Term shall be satisfied. No Commitment Extension shall result in an amount equal to ninety-five percent (95%) of the then-existing Maturity Date being more than five fair market rental value of the Premises (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond which may include adjustments to the Borrower’s request for an extension monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments), but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Commitments Premises (a “Declining Bank”NNN) and in no event shall remain such monthly Base Rent payable by Tenant during the then-existing Maturity Date second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any extension abatement of monthly Base Rent during such last month of the Commitments of other Banksfirst Extended Term, if applicable); provided . The parties hereto agree that the Borrower existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall continue not be taken into consideration in determining the fair market rental value of the Premises. The options to have extend stated herein are personal to Symyx Technologies, Inc. (and to any transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended) and will not survive any assignment or sublet of the right Lease (except an assignment or sublease to replace any a transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended). Tenant shall give Landlord written notice of its intent to exercise the applicable extension option at least one hundred eighty (180) days but not more than two hundred seventy (270) days prior to the date the Lease would expire but for the exercise of the applicable Extension Option. Tenant may not exercise the extension option for the second Extended Term unless it has timely exercised the extension option for the first Extended Term. Within thirty (30) days after Tenant exercises its applicable extension option pursuant to the terms above, Landlord will provide Tenant with its determination of the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises, as reasonably determined by Landlord), but in no event shall such Declining Bank (determination with respect to all the first Extended Term be less than $2.00 per square foot per month and in no event shall such determination with respect to the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Tenant shall have thirty (30) days from notification by Landlord of the Base Rent to accept Landlord’s Base Rent determination. The parties are obligated to negotiate in good faith to agree on the monthly fair market rental for the Premises for the applicable Extended Term. If the parties have not mutually agreed on the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises [which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments], but in no event less than $2.00 per square foot per month for the first Extended Term and no less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable) for the second Extended Term) within thirty (30) days from notification by Landlord to Tenant of Landlord’s rental determination, each party hereto shall appoint one representative who shall be a licensed real estate broker with a minimum of ten (10) years experience in leasing industrial space in Sunnyvale, California, to determine the fair market rental for the Premises during the applicable Extended Term. The two (2) representatives so appointed shall determine the monthly fair rental value for the applicable Extended Term considering the use to which Tenant is then utilizing the Premises pursuant to the terms and conditions of this Lease. The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration by the aforementioned real estate brokers (or the third real estate broker referred to in the immediately following paragraph, if applicable) in determining the fair market rental value of the Premises. The determination of said fair market rental value shall be made by said two (2) representatives within sixty (60) days from notification by Landlord to Tenant of Landlord’s rental determination and they shall submit said determination in writing to Landlord and Tenant. If the two (2) representatives of the parties hereto cannot agree on the fair market rental value for the Premises herein, said two (2) representatives shall choose a third licensed real estate broker with a minimum of ten (10) years experience in the leasing of industrial space in Sunnyvale, California, to act as an arbitrator. If the two representatives cannot or do not agree on a third representative, either party may have the third representative chosen by the American Arbitration Association or by a judge of the Santa Xxxxx County Superior Court. The fair market rental value for the applicable Extended Term shall be independently determined by the arbitrator, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord’s rental determination. The role of the arbitrator shall then be to immediately select from the fair market rent proposals of the representatives the one that most closely approximates the arbitrator’s determination of fair market rental value. The arbitrator shall have no right to adopt a compromise or middle ground or any portion modification of its Commitment) following either of the effectiveness of any such extensiontwo fair market rent proposals. The Borrower will have proposal the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount arbitrator chooses as most closely approximating his determination of the Commitments fair market rental value of the Premises for the applicable Extended Term shall constitute the final determination of the fair market rental value of the Premises for the applicable Extended Term, shall be final and binding upon the parties and the Base Rent for such applicable Extended Term shall be equal to ninety-five percent of such fair market rental determination but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any Declining Banks; abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Each party shall pay the charges of the representative appointed by such party. The charges and expenses of the arbitrator, as provided that any Eligible Assignee proposed to herein, shall be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved paid by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, parties hereto in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7equal shares.

Appears in 1 contract

Samples: Lease (Symyx Technologies Inc)

Extension Option. The Borrower may request that At least 45 days but not more than 60 days prior to the Commitments be extended for up to two additional one year periods Termination Date, the Company may, by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that each Lender agree to an extension of the Termination Date for a period of 364 days from its then scheduled expiration. Each Lender shall respond to such extension request (each such response being delivered to the Administrative Agent) in accordance with instructions provided by the Administrative Agent (which response shall not be required earlier than 30 days (such date, the "Last Response Date") prior to the Termination Date), with the failure of any anniversary Lender to respond being deemed to be a negative response. Each Lender shall decide in its sole discretion whether or not to agree to such extension of the Closing Termination Date. If So long as the Required Lenders shall have approved such extension request and no Default or Event of Default is in existence at such time, then each Lender that has responded affirmatively as set forth above (each such Lender, an "Extending Lender") shall be deemed to have agreed (such agreement to become effective on the then effective Termination Date (such date an "Extension Date")) to cause the Termination Date to be extended as to each Extending Lender until the date which is 364 days after the then effective Termination Date. In the event that one or more Lenders (each a Bank agrees"Non-Extending Lender") do not agree to such extension, the Company may elect, with respect to such Non-Extending Lender, on or before the Termination Date then in its individual and sole discretion (and effect, to provide, with the approval consent of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writinganother bank or financial institution or entity to acquire the Revolving Commitment of and Loans owing to such Non-Extending Lender, which assignment of its decision such Non-Extending Lender's Revolving Commitment and Loans shall be effected pursuant to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof an Assignment and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request Acceptance executed by the Borrower to extend the CommitmentsNon-Extending Lender, such other bank or financial institution or entity, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by Company and the Administrative Agent. On such Extension Date, the Swingline Dollar Revolving Commitment and Multicurrency Revolving Commitment of any Non-Extending Lender and shall, unless assigned in accordance with the Issuing Banksimmediately preceding sentence, automatically terminate in whole without any further notice or other action by the Company, such approvalNon-Extending Lender or any other Person and all principal, interest and fees owing to such Non-Extending Lender shall be paid in each casefull by the Company, not provided that such Non-Extending Lender's rights under Sections 2.24, 2.25, 2.26 and 10.5 shall survive the Extension Date for such Non-Extending Lender as to be unreasonably withheld, delayed matters occurring on or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant prior to this Section 2.7such date.

Appears in 1 contract

Samples: Credit Agreement (Grey Global Group Inc)

Extension Option. The Borrower may request that So long as there exists no default beyond any applicable notice and cure periods, either at the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (time of exercise or on the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary first day of the Closing Date. If a Bank agreesExtension Term (as hereinafter defined) and Tenant has not assigned this Lease nor sublet the Premises in whole or in part, in its individual and sole discretion (and with Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Term for one (1) Business Day additional five (5) year period (the “Extension Term”) upon written notice to Landlord given not less than twelve (12) months and not more than fifteen (15) months prior to the expiration of the Term. If Tenant fails to exercise its option to extend the Term strictly within the time period set forth in this section, then Tenant's option to extend the Term shall automatically lapse and be of no further force or effect. In the event that Tenant exercises the option granted hereunder, the Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term except that the Base Rent due from the Tenant shall be increased to Landlord's determination of Base Rent as provided herein, and Tenant shall have no further right or option to extend the Term or to any abatements, improvement allowance or other inducements. If Tenant timely exercises its option to extend the Term, then no later than thirty (30) days following receipt of Tenant's notice, Landlord shall notify Tenant in writing of Landlord's determination of the Base Rent for the Extension Term (“Landlord's Rental Notice”). If Tenant does not object to Landlord's determination of the Base Rent by written notice to Landlord within twenty (20) days after receipt thereofthe date of Landlord's Rental Notice, then Tenant shall be deemed to have accepted the Base Rent set forth in Landlord's Rental Notice. The Extending Banks’ Commitments will If Tenant timely objects to Landlord's Rental Notice, and the parties cannot agree on Base Rent for the Extension Term within thirty (30) days after Landlord receives Tenant's notice of objection, then the Term shall automatically be extended and Base Rent for an additional year from the then current Maturity Date so long Extension Term shall be submitted to arbitration as follows: Base Rent shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in the market area), one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided, and shall reflect the greater of (i) the Commitments rate that would be agreed upon between a landlord and a tenant on or about the date on which the Extension Term is to begin for a comparable term and for space comparable to the Premises in the Building and buildings comparable to the Building in the market area, taking into account any material economic differences between the terms of this Lease and any comparison lease, such as the Extending Banks (after giving effect to manner, if any, in which the landlord under any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, such lease is reimbursed for operating expenses and taxes and (ii) on the Base Rent payable during the last month of the current Term. The unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall select an impartial third arbitrator to determine the market value as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (30) days following the date of any request by appointment of the Borrower to extend the Commitmentsthird arbitrator and shall notify Landlord and Tenant thereof, the applicable conditions set forth in Section 5.3 which decision shall be satisfiedfinal and binding on the parties. No Commitment Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to the Base Rent for the Extension Term has not been resolved before the commencement of the Extension Term, Tenant shall result pay Base Rent for the Extension Term based upon the Base Rent designated by Landlord in the then-existing Maturity Date being more than five Landlord's Rental Notice until either (5i) years from agreement of the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond parties as to the Borrower’s request for an extension fair market rent, or (ii) decision of the Commitments (a “Declining Bank”) arbitrators, as the case may be, at which time Tenant shall remain promptly pay any underpayment of Base Rent to Landlord, or Landlord shall credit the then-existing Maturity Date (without regard overpayment of Base Rent against the next installment of rental or other charges due to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLandlord. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.Exhibit B EXHIBIT C

Appears in 1 contract

Samples: By And (Abiomed Inc)

Extension Option. The Borrower may request that Notwithstanding the Commitments be extended for up foregoing, so long as this Lease is still in full force and effect, and subject to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary each of the Closing Date. If a Bank agrees“Conditions” (as hereinafter defined), which Landlord may waive, in its individual and sole discretion (and with discretion, at any time, but only by written notice to Tenant, Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Original Term for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective date “Extended Term”). The Extended Term shall commence on the day succeeding the expiration of such Commitment Extensionthe Original Term, and shall end on the day immediately preceding the fifth (5th) anniversary of the commencement of the Extended Term. No Bank The Extended Term shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension upon all of the Commitments same terms and conditions as provided elsewhere in this Lease, except that (a “Declining Bank”a) Tenant shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the no further right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Lease beyond the Extended Term hereinabove provided, (b) Landlord shall have no obligation to install improvements in the Premises, and (c) the Annual Fixed Rent for the Extended Term, payable in monthly installments, shall be for the first year of the Extended Term an amount equal to the greater of (i) one hundred three percent (103%) of the Annual Fixed Rent for the twelve (12) month period immediately preceding the commencement of the Extended Term and (ii) the “Market Rate” (as hereinafter defined) for the Premises as of the commencement of the Extended Term (and for each additional year of the Extended Term shall increase by a “Market Percentage” (as hereinafter defined)), all as designated by Landlord in a written notice (“Landlord’s Notice”) delivered to Tenant on or before the thirtieth (30th) day after Landlord’s receipt of “Tenant’s Election Notice” (as hereinafter defined). If Tenant shall elect to exercise the aforesaid option, it shall do so by delivering written notice (“Tenant’s Election Notice”) of its election to Landlord no later than twelve (12) months but no earlier than fifteen (15) months prior to the expiration of the Original Term. If Tenant fails to timely give Tenant’s Election Notice to Landlord, the term of this Lease shall automatically terminate no later than the Lease Expiration Date and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of Tenant’s Election Notice. If Tenant shall extend the term of this Lease pursuant to the provisions hereof, such extension shall (subject to the satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, at the time of exercise of such renewal option and at the time the Extended Term would begin, there shall exist no Default of Tenant under this Section 2.7Lease or event or conditions which, with the giving of notice, the passage of time, or both, could mature into a Default of Tenant under this Lease.

Appears in 1 contract

Samples: Lease (Cytek BioSciences, Inc.)

Extension Option. The Borrower may request Provided (i) that the Commitments this Lease shall be extended for up in full force and effect; (ii) that BTRL Contracts and Services, Inc. (or a permitted assignee of Tenant [which is a related party to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) Tenant] pursuant to the Administrative Agent prior to provisions of Section 15 hereof) shall be the tenant hereunder; and (iii) that Tenant shall not be in default under any anniversary of the Closing Date. If a Bank agreesterms, provisions, covenants or condition of this Lease, then, and only in its individual and such event, Tenant shall have the right, at Tenant's sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)option, to extend its Commitment the term of this Lease for two (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, 2) additional periods of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from each ("Extension Terms"). Each such extension option shall be exercisable by Tenant giving written notice of the effective exercise of such extension option to Landlord no sooner than three hundred sixty-five (365) days and no later than one hundred eighty (180) days prior to the expiration date of such Commitment Extension. No Bank shall be required the then-current term; provided, however, in the event Tenant fails to consent exercise any option to any extend during the aforesaid period such extension request or be required to increase its Commitment. The Maturity Date option shall become null and void and all rights with respect thereto and with respect to any Bank that declines or does not respond to the Borrower’s request for an subsequent extension of the Commitments (a “Declining Bank”) option shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (become null and void and all rights with respect thereto and with respect to all or any portion subsequent extension option shall automatically terminate and expire. Each Extension Term shall be upon the same terms, covenants and conditions as set forth herein with respect to the Lease Term, except that Minimum Annual Rent payable during each Lease Year of its Commitmenteach Extension Term shall be computed in the following manner. On the first day of the first Lease Year of the first Extension Term, and on the first day of each Lease Year thereafter during the remainder of the first Extension Term and during the Second Extension Term, the Minimum Annual Rent (then in effect) following the effectiveness shall be adjusted by one hundred percent (100%) of any such extension. The Borrower will have change in the right to accept Commitments from any Eligible Assignee Index now known as "United States Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers, All Items (1982-1984=100)" ("Index"), provided, however, that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Minimum Annual Rent payable by Tenant during any Lease Year of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Extension Term pursuant to this Section 2.7provision shall not be less than one hundred three percent (103%) of the Minimum Annual Rent paid during the previous Lease Year. Subject to the foregoing, each such adjustment shall be accomplished (and shall be effective for the entire then- operative Lease Year) by adding to the Minimum Annual Rent (then in effect) the amount created by multiplying the Minimum Annual Rent then in effect by the amount created by subtracting one (1) from a fraction, the numerator of which shall be the most recently published monthly Index figure prior to the date of the adjustment, and the denominator of which shall be the published monthly Index figure for the same month of the previous year. Landlord shall give Tenant written notice of each such adjustment and the amount of Minimum Annual Rent payable during the forthcoming Lease Year. Should said Index cease to be published, then the closest similar published Index by an agency of the United States Government shall be substituted. Should there be no such substitute, then the parties hereto shall, under rules of the American Arbitration Association, agree to a substitute formula, or source, designed to accomplish the same original purpose of this provision. This extension option is personal to Tenant, and shall not be available to any other subtenant or assignee of the Lease (other than a party which is related to Tenant), regardless of whether such sublease or assignment was approved by Landlord in the manner described herein.

Appears in 1 contract

Samples: 7 Lease Agreement (Boston Biomedica Inc)

Extension Option. The Borrower may request that shall have the Commitments be extended right to extend the term of the Revolving Credit Note for up to two an additional one year periods four (4) years, by providing not less than 30 days’ written notice (the date to Lender of such notice, a “Notice Date”intent no earlier than three hundred and sixty (360) days and no later than one hundred and eighty (180) days prior to the Administrative Agent prior to any fifth (5/th/) anniversary of the Closing Date. If a Bank agreesIn the event no Event of Default or Potential Default shall then exist, in its individual and sole discretion (and with the approval term of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will Revolving Credit Note shall be extended for an additional four (4) year from period commencing on the then current Maturity Date so long as fifth (i5/th/) the Commitments anniversary of the Extending Banks Closing Date and terminating on the ninth (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% 9/th/) anniversary of the Total Commitments then in effect, Closing Date upon the same terms and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result herein and in the then-existing Maturity Date being more than five (5) years from other Loan Documents. Notwithstanding any of the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond foregoing to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) contrary, Lender, in its sole discretion, shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (redetermine the G-Fee matrices with respect to all amounts payable under a Base Rate Borrowing Tranche during such extension period, including resetting the G-Fee percentages and Facility Debt Service Coverage Ratios listed on SCHEDULE 3.2 and SCHEDULE 3.2A. ------------ ------------- Lender shall notify Borrower of its determination with respect to the same at least sixty (60) days prior to the fifth (5/th/) anniversary of the Closing Date, which notice shall include Lender's redetermination of all such percentages and Facility Debt Service Coverage Ratios to be used to determine any G-Fee payable under a Base Rate Borrowing Tranche, which percentages and Facility Debt Service Coverage Ratios shall govern the determination of any G-Fee payable hereunder during such extension period. In the event Lender shall provide Borrower with notice of such redetermination, Borrower shall, on or prior to the fifth (5/th/) anniversary of the Closing Date, promptly execute and deliver to Lender any amendments to this Agreement, the Revolving Credit Note or any portion of the Loan Documents and title endorsements as Lender shall require, in its sole discretion, evidencing the redetermination of such percentages and Facility Debt Service Coverage Ratios, and Borrower shall cause Guarantor to execute any reaffirmation of its CommitmentGuaranty requested by Lender in connection with any actions taken by Borrower hereunder. Any failure of Borrower to execute and/or deliver such documents on or prior to the fifth (5/th/) following anniversary of the effectiveness Closing Date shall render Borrower's election of the extension period null and void and of no further force and effect, and the Revolving Credit Note shall then expire on the fifth (5/th/) anniversary of the Closing Date, unless sooner terminated pursuant to the provisions hereof. Borrower shall pay all expenses Lender shall incur with respect to the amendments discussed in the prior sentence, including, without limitation, attorneys' fees. No redetermination under this SECTION 2.17 shall affect in any ------------ way the terms of any such extension. The Borrower will have Fixed Rate Note, including the right interest rate payable thereunder or the G-Fee attributable to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Fixed Rate Borrowing Tranche.

Appears in 1 contract

Samples: Credit Agreement (United Dominion Realty Trust Inc)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 65 days' written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an "Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after prior to the applicable Notice Date (such extension decision, a “Commitment Extension”)Noticed Anniversary Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended for an additional year from the then current Maturity Termination Date so long as (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 3.02 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-then existing Maturity Termination Date (without regard to any extension of the Commitments of renewals by other BanksLenders); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank Assignees in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining BanksLenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted Assignees for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.19.

Appears in 1 contract

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. The Borrower Tenant acknowledges that Landlord (and/or an affiliate) may request that develop and construct an additional building and associated common areas on the Commitments be extended existing parking facility (“New Building Construction”), which may result in substantial disruption and interference with Tenant conducting its business in the Leased Premises and require Tenant to obtain alternative parking during the New Building Construction. On or before January 31, 2019, Landlord will present to Tenant its then current re-development plan and schedule for up the New Building Construction, provided Landlord then has such intentions to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to undertake any anniversary of the Closing DateNew Building Construction. If a Bank agreesLandlord, in its individual and sole discretion (and discretion, shall notify Tenant if Landlord desires to present Tenant with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower opportunity to extend the Commitmentsterm of the Lease (“Extension Notice”); provided, however that Landlord will provide Tenant with such opportunity to extend if Landlord does not then intend to commence any New Building Construction on or before January 31, 2023. Any Extension Notice shall contain various conditions to such extension as Landlord shall specify, including without limitation the applicable right of Landlord to terminate the Lease if Landlord determines that it is desirable that the Leased Premises or portions thereof be vacant during any New Building Construction, waivers from Tenant relating to any disturbance that may result from any New Building Construction and other conditions relating to the New Building Construction. Without limiting the foregoing, neither Landlord, nor any of its affiliates, officers, directors, employees or agents, shall be liable to Tenant, and Tenant shall not be entitled to an abatement of any rent or any other remedy, as a result of any interruption or disturbance of Tenant’s business resulting from the New Building Construction. If Tenant elects to proceed with any such opportunity presented to Tenant in the Extension Notice on the terms set forth therein (including without limitation, Tenant’s acceptance of the conditions of the Landlord’s redevelopment plan relating to the New Building Construction), Tenant shall notify Landlord thereof in writing (the “Extension Acceptance Notice”) on or before January 31, 2020, which Extension Acceptance Notice shall include an approval of Landlord’s overall development plan and conditions described in the Extension Notice and Tenant’s desired extension period, which shall not be less than 3.5 years nor longer than 10 years. If Tenant fails to timely provide to Landlord such Extension Acceptance Notice as provided above, Tenant shall have no further rights under this Paragraph 10. Landlord shall, within ninety (90) days of receipt of Tenant’s Extension Acceptance Notice, deliver to Tenant a proposed amendment or new lease reflecting the terms on which Landlord would be willing to continue to lease the Leased Premises to Tenant for the desired extension term reflected in the Extension Acceptance Notice; provided, however, that the Minimum Rent for such extension term shall be at the Market Rate for the extension period as determined pursuant to the provisions of Section 3.04 of the Lease. Tenant shall have thirty (30) days to execute and deliver to Landlord such amendment or lease proposed by Landlord; otherwise Tenant shall have no further rights under this Paragraph 10. The provisions of this Paragraph 10 shall be personal to OPNET Technologies, Inc., and no assignee (other than to a Qualified Tenant Affiliate in connection with an assignment of the Lease) or sublessee of Tenant shall have any extension rights hereunder. Except for the determination of Market Rate set forth in Section 5.3 3.04 of the Current Lease, the provisions of Section 3.04 shall be satisfied. No Commitment Extension void and of no further force or effect and Tenant shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date have no rights with respect to any Bank that declines renewal or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension Term of the Commitments Lease, except as set forth in this Paragraph 10. Notwithstanding anything contained herein or in the Lease to the contrary, the determination of other Banks); provided the Market Rate shall not take into consideration the redevelopment of the Building or adjacent building or the New Building Construction or any disturbance to Tenant that may result therefrom. Time shall be of the Borrower shall continue to have the right to replace any such Declining Bank (essence with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Tenant’s obligations hereunder.

Appears in 1 contract

Samples: Office Lease Agreement (Opnet Technologies Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement

Extension Option. The Borrower may request MIASI has the right, pursuant to Article 29 of the Lease, to extend the term of the Lease through November 17, 2022 (defined in the Lease as the “First Renewal Option”), by sending notice of such election to Landlord by June 30, 2018. If (i) MIASI exercises the First Renewal Option, (ii) BroadSoft is not in default beyond any applicable grace period set forth herein for curing such default, and (iii) MIASI elects, in its sole and absolute discretion, to sublet the Sublet Premises to an entity that is not a MIASI Affiliate or a MIASI Related Party, then MIASI shall promptly notify BroadSoft in writing (the Commitments be extended “Extension Availability Notice”). In such event, BroadSoft shall have the right at its option (the “Extension Option”) to extend the Sublease Term, for up to two additional one year periods by providing all, but not less than 30 days’ all, of the Sublet Premises, for a period (the “Extension Period”) commencing on the day after the expiration of the initial Sublease Term and ending on November 16, 2022. The Extension Option shall be exercisable by BroadSoft by giving written notice (the date of such notice, a Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary MIASI of the Closing Dateexercise of the Extension Option no later than thirty (30) days after BroadSoft’s receipt of the Extension Availability Notice. If a Bank agreesIn the event that the Extension Option is timely exercised, the Sublease Term shall be extended until November 16, 2022, all references to the Sublease Term shall include the Extension Period and all provisions of this Sublease shall apply to the Extension Period in its individual and sole discretion (the same manner and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long same effect as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) if on the date of any request by execution of this Sublease the Borrower to extend Sublease Term expired on the Commitmentslast day of the Extension Period, except that the applicable conditions set forth in Section 5.3 Annual Base Subrent and Additional Subrent payable during the Extension Period shall be satisfiedequal to the base rent and additional rent payable by MIASI to the Landlord under the Lease (on a per rentable square foot basis), and all other costs and expenses reasonably allocable to the Sublet Premises (whether paid by MIASI to the Landlord or to other third parties), so that the total rent to be paid by BroadSoft to MIASI during the Extension Period will cover and be equal to all of MIASI’s rent and other expenses (e.g., Operating Expenses and Taxes) reasonably allocable to the Sublet Premises during the Extension Period. No Commitment Extension BroadSoft shall result in not be entitled to the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date BroadSoft TI Allowance with respect to the Extension Period; provided, however, that in the event MIASI is entitled to any Bank that declines improvement allowance, temporary abatement or does not respond to reduction in the Borrower’s request for an extension of base rent and/or additional rent, or similar economic concessions (collectively, the Commitments (a Declining BankExtension Concessions”) during the Extension Period, BroadSoft shall remain be entitled to BroadSoft’s Proportionate Share of such Extension Concessions, or if the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agentparties mutually agree, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice Annual Base Subrent payable by BroadSoft during the term Extension Period shall be reduced to account for BroadSoft’s Proportionate Share of this Agreement pursuant to this Section 2.7such Extension Concessions.

Appears in 1 contract

Samples: Lease Agreement (Broadsoft Inc)

Extension Option. The Borrower may request that So long as this Lease is still in full force and effect, and the Commitments be extended named Tenant as set forth in Section 1.1 (or any successor by merger, or any Affiliate) shall actually occupy the entire Premises, Tenant shall have the right to extend the term of this Lease for up to two (2) additional one year periods by providing not less than 30 days’ written notice (the date "EXTENDED TERM(S)") of such noticethree (3) years each. Each Extended Term shall commence on the day succeeding the expiration of the Original Term or the preceding Extended Term, a “Notice Date”) to as the Administrative Agent prior to any case may be, and shall end on the day immediately preceding the third anniversary of the Closing Datecommencement of such Extended Term. If a Bank agrees, in its individual and sole discretion (and with the approval All of the Swingline Lender terms, covenants and provisions of this Lease applicable immediately prior to the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, expiration of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long Term (i.e., Original Term or Extended Term, as applicable) shall apply to each such Extended Term except that (i) the Commitments Annual Fixed Rent for each such Extended Term shall be the greater of (a) the Extending Banks (after Annual Fixed Rent in effect on the day preceding the commencement of such Extended Term without giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)abatements, together with set-offs or concessions then in effect or (b) the Commitments of any New Banks that replace any Declining Banks, represent more than 50% fair market rental value of the Total Commitments then Premises for the [applicable] Extended Term as determined by Landlord in effect, its sole discretion; and (ii) on the date of any request by the Borrower Tenant shall have no further right to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Lease beyond the Extended Terms hereinabove provided. If Tenant shall elect to exercise any of the aforesaid options, it shall do so by giving Landlord notice of its election not later than six months, nor sooner than twelve months prior to the expiration of the then current Term of this Lease (Original Term or Extended Term, as applicable). If Tenant fails to give any such notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of any such notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.72.4, such extension shall be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord's request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. Landlord shall give Tenant notice of its determination of fair market rental value for the [applicable] Extended Term not later than the later to occur of thirty (30) days after request for such determination by Tenant or seven months prior to the commencement of the [applicable] Extended Term.

Appears in 1 contract

Samples: Perficient Inc

Extension Option. The Borrower may request that Provided the Commitments be extended for up to two additional one year periods by providing Lease is in full force and effect and Tenant is not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to in default under any anniversary of the Closing Date. If a Bank agrees, in its individual terms and sole discretion (and with the approval conditions of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Lease (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the expiration of any applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify grace or cure period) at the Borrower, in writing, time of notification or upon commencement of the Banks’ decisions promptly upon receipt thereof and in any event not later than extension, Tenant shall have one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended option to extend this Lease (“Option”) for an additional year from the then current Maturity Date so long as a term of five (i5) the Commitments of the Extending Banks years (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below“Extension Term”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable same terms and conditions set forth in Section 5.3 the Lease, except as modified by the terms, covenants and conditions as set forth below: If Tenant elects to exercise said Option, then Tenant shall provide Landlord with written notice no earlier than the date which is twelve (12) months prior to the expiration of the Term, but no later than the date which is nine (9) months prior to the expiration of the Term. If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term. The Base Rent for the first year of the Extension Term shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more current fair market value (“FMV”) rental rate for space of comparable size and quality in the Building and in other similar buildings in the same rental market in Brevard County (“Market Area”) as of the date the Extension Term is to commence, taking into account the specific provisions of the Lease which will remain constant. The Base Rent shall increase by three percent (3%) annually after the first year of Extension Term. Landlord shall advise Tenant of the new Base Rent for the Premises no later than thirty (30) days after receipt of Tenant’s written request to exercise its Option. The Parties shall have thirty (30) days after Landlord’s notice to Tenant to agree upon the Base Rent rate for the Extension Term. The Parties shall be obligated to conduct such negotiations in good faith. If the Parties agree on the FMV Base Rent rate for the first year of the Extension Term, they shall promptly execute an amendment to the Lease stating the Base Rent agreed upon (including the annual three percent (3%) increases after the first year of the Extension Term). If the Parties are unable to agree on a mutually acceptable Base Rent rate no later than six (6) months prior to the expiration of the Term, then Landlord and Tenant shall each hire a qualified MAI appraiser (“Appraiser”) doing business in the Market Area with not less than five (5) years of experience in Class A warehouse-logistics buildings and who is in all respects impartial and disinterested. The two Appraisers will have forty-five (45) days to submit their individual FMV reports. Tenant and Landlord will then have fifteen (15) days to review each report and agree upon the FMV Base Rent rate. If the two values are less than 10% apart, Base Rent will be the average of the two values. If the two values are more than 10% apart and Tenant and Landlord are unable to agree on a FMV Base Rent, the two Appraisers shall select a separate Appraiser who will review the two FMV reports within thirty (30) days and select a FMV Base Rent rate from one of the effective date two values or a rate between the two values submitted by the two Appraisers. The cost of such Commitment Extension. No Bank the third Appraiser shall be required to consent to any such extension request or paid equally by the Tenant and Landlord. In no event shall Base Rent for the first year of the Extension Term be required to increase its Commitmentless than the highest level of Base Rent for the preceding period. This Option is not transferable. The Maturity Date with respect to any Bank Parties hereto acknowledge and agree that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided they intend that the Borrower aforesaid Option shall continue be “personal” to Tenant as set forth above and that in no event will any assignee or sublessee have any rights to exercise the aforesaid Option. Tenant shall have no further right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Lease.

Appears in 1 contract

Samples: Lease Agreement

Extension Option. The Borrower may request Provided that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (as of the date of the notice specified ---------------- below, Tenant is not in default and has not previously been in monetary default of its obligations under this Lease beyond any applicable grace period during the twelve-month period prior to such notice, a “Notice Date”Tenant shall have the right to extend the term of this Lease for one additional period of five (5) years, to begin immediately upon the Administrative Agent prior to any anniversary expiration of the Closing Dateoriginal term of this Lease (the "extended term"). If a Bank agrees, in its individual and sole discretion (and with the approval All of the Swingline Lender terms, covenants and the Issuing Banks, provisions of this Lease shall apply to such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as term except that (i) the Commitments Annual Fixed Rent Rate for such extension period shall be the market rate at the commencement of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, such extended term and (ii) on the date of any request by Base Operating Costs and the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 Base Taxes shall be satisfiedadjusted to reflect the actual Operating Costs and Taxes for the preceding calendar year. No Commitment Extension If Tenant shall result elect to exercise the aforesaid option, it shall do so by giving Landlord notice in the then-existing Maturity Date being more writing of its intention to do so not later than five fourteen (514) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond months prior to the Borrower’s request for an extension expiration of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the original term of this Agreement pursuant Lease. If Tenant gives such notice, the extension of this Lease shall be automatically effected without the execution of any additional documents. The original term and the extended term are hereinafter collectively called the "term". Within fifteen (15) days following receipt of Tenant's extension notice (but no earlier than fourteen (14) months prior to this Section 2.7the expiration of the original term), Landlord shall give notice to Tenant setting forth Landlord's determination of the market rate. Within fifteen (15) days following receipt of Landlord's notice Tenant shall either propose its determination of the market rate by giving notice thereof to Landlord or shall accept Landlord's determination. Failure on the part of Tenant to give such notice of its determination shall bind Tenant to Landlord's determination. If Tenant proposes its determination of the market rate, then Landlord and Tenant shall meet for the purpose of reaching agreement. If the parties have been unable to reach agreement within fifteen (15) days following Tenant's notice to Landlord of its determination, then, within fifteen (15) days thereafter, Tenant shall either revoke its exercise of the aforesaid option by giving notice thereof to Landlord (in which case such exercise shall be rendered ineffective and the right of extension shall expire and be of no further force and effect), or shall call for arbitration. If Tenant calls for arbitration, then the dispute as to the market rate shall be submitted to arbitration as set forth below. Market rate shall be determined as of the beginning of the extended term at the then current arms-length negotiated rentals being charged to new (or renewal tenants for renewals and extensions which do not have pre-negotiated contract rents) for comparable office space in comparable buildings located in the Quincy/Braintree area, taking into account and giving effect to, in determining compatibility, without limitation, such considerations as size, location, lease term and amenities. The arbitrator shall also consider and incorporate into the computation, on a net effective rent basis, the then existing inducements and allowances customarily being offered to tenants seeking similar office space for comparable terms in comparable buildings in the Quincy/Braintree market area. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to such extended term.

Appears in 1 contract

Samples: Wells Real Estate Investment Trust Inc

Extension Option. The Borrower may request Provided that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable notice and cure period, Tenant shall have the right to extend the term of this Lease for one (1) additional period of five (5) years, commencing on January 1, 2016 and expiring December 31, 2020 (the “extended term”). All of the terms, covenants and provisions of this Lease shall apply to such noticeextended term except that the Annual Fixed Rent Rate for such extension period shall be the Market Rate (as hereinafter defined) at the commencement of such extended term, a “Notice Date”) as designated by Landlord (subject to the Administrative Agent prior to any anniversary terms of this Section 2.3), the Base Operating Expenses for the extension period shall be the Operating Expenses for the calendar year in which the extension period begins (i.e. calendar year 2016), and the Base Taxes for the extension period shall be the Taxes for the fiscal year in which the extension period begins (i.e. fiscal year 2016). “Market Rate” as used herein shall mean the annual fair market rate during the extended term for leases of space located in the vicinity of the Closing DateBuilding that are of comparable size, condition and quality as the Premises. If a Bank agrees, in its individual and sole discretion (and with Tenant shall elect to exercise the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”)aforesaid option, it will notify the Administrative Agent, shall do so by giving Landlord notice in writing, writing of its decision intention to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt year prior to the expiration of the original term of this Lease (i.e. no later than December 31, 2014). If Tenant gives such notice, the extension of this Lease shall be automatically effected without the execution of any additional documents. The original term and the extended term are hereinafter collectively called the “term”. If Tenant exercises the aforesaid option, then not later than eleven (11) months prior to the expiration of the original term of this Lease Landlord shall give written notice to Tenant of Landlord’s designation of the Market Rate. Within fifteen (15) days following Landlord’s notice, Tenant shall either propose its designation of the Market Rate by giving notice thereof to Landlord, or accept Landlord’s designation of the Market Rate. Failure on the part of Tenant to give such notice of its designation of Market Rate shall bind Tenant to Landlord’s designation of the Market Rate. If Tenant proposes its designation of the Market Rate, then Landlord and Tenant may attempt to negotiate regarding the Market Rate. If the parties have been unable to reach agreement within thirty (30) days following Tenant’s designation, then the Market Rate may be submitted to arbitration by either party as follows: The Market Rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. The arbitrators shall be charged to determine the Market Rate by selecting one or the other of Landlord’s or Tenant’s determinations thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments arbitrators shall have no authority or jurisdiction to make any other determination of such amount. The unanimous written decision of the Extending Banks two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after giving effect to any assumption by any Extending Banks their designation, they shall so notify the office of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% then President of the Total Commitments then in effectBoston Bar Association and request him to select an impartial third arbitrator who has not represented either Landlord or Tenant previously, and who shall be a real estate counsellor or a broker dealing with like types of properties to determine the Market Rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (ii30) on days following the date conclusion of any request such hearing and notify Landlord and Tenant thereof. The expense of the third arbitrator (if any) shall be borne by the Borrower “loser” of such arbitration (i.e. the party whose designation of Market Rate is not chosen following such arbitration). If the dispute between the parties as to extend a Market Rate has not been resolved before the Commitmentscommencement of Tenant’s obligation to pay Fixed Rent based upon such Market Rate, then Tenant shall pay Fixed Rent under the Lease based upon the Market Rate designated by Landlord until either the agreement of the parties as to the Market Rate, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In any event, the applicable conditions set forth in Section 5.3 Annual Fixed Rent Rate for the extended term shall not be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more less than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7$26.00 per rentable square foot.

Appears in 1 contract

Samples: Green Mountain Coffee Roasters Inc

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to November 6, 2006 or any anniversary of the Closing thereof (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an "Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 1 contract

Samples: Credit Agreement (Southern California Edison Co)

Extension Option. The Borrower may request Tenant shall have the right and option to extend this Lease for two (2) consecutive periods of five (5) years each under the same terms and conditions as stated in the Lease (each an “Extension Option”), with the exceptions that (a) no further extension options shall exist and (b) monthly base rental for such extension term shall be based on the Commitments then prevailing market base rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building in the previous eighteen (18) months and recent leases in similar Class A office buildings in the surrounding submarket and taking into consideration Tenant’s use and financial strength, “single user buildings,” amenities within Building, parking and all other relevant factors, and based upon leases of comparable space to tenants of comparable size, quality and financial strength in comparable buildings, which rent shall be extended for up to two additional one year periods by providing not less than 30 days’ written notice (computed as of the date of such noticerenewal period and shall be determined as if the building is being leased for general office purposes taking into account Landlord’s costs for tenant improvements, a commissions, architectural fees and other cash and non-cash tenant inducements (Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment ExtensionMarket Rental Rate”). The Administrative Agent will notify Tenant may reject the Borrower, in writing, Extension Option granted herein within thirty (30) days following delivery to Tenant of Landlord’s determination of the Banks’ decisions promptly upon receipt thereof and in any event not later than one prevailing market rental (1“Rate Notice”). Each Extension Option shall be exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at least twelve (12) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from months prior to the expiration of the then current Maturity Date so long as Lease Term, but no earlier than eighteen (i18) months prior to the Commitments expiration of the Extending Banks then current Lease Term. Landlord shall deliver the Rate Notice within twenty-one (21) days after giving effect delivery of Tenant’s exercise notice. Subject to Section 19.06 of the Lease, the option herein granted shall be deemed to be personal to Tenant, and if Tenant subleases any assumption by portion of the Premises or otherwise assigns or transfers any Extending Banks of Commitments of Declining Banks as described belowinterest thereof to another party (other than pursuant to a Permitted Transfer), together such option shall lapse. In the event that Tenant is in default of any term or condition at the time of its exercise notice beyond any applicable notice and grace period, Tenant shall not then have the right to extend this Lease as provided herein. If Tenant desires to continue with the Commitments of any New Banks that replace any Declining Banksextension, represent more than 50% of but objects to the Total Commitments Market Rental Rate determined by Landlord, then in effect, and (ii) on Tenant must object to the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedsame within said 30- day period. No Commitment Extension shall result in the then-existing Maturity Date being more later than five (5) years from business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the effective date Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than thirty (30) days following Landlord’s delivery of the Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages $250.00 per day for each day following the deadline that such party fails to appoint a broker. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have the local office of the American Arbitration Association appoint the third (3rd) broker and the parties shall share equally in the cost of such Commitment Extensionarbitration. No Bank Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7licensed real estate broker.

Appears in 1 contract

Samples: Lease (Bazaarvoice Inc)

Extension Option. The Borrower (a) So long as at the time no Default shall exist, the Commitment Termination Date may request be extended in the manner set forth in this Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitments Commitment Termination Date may only be so extended for up once per year. If the Company wishes to two additional one year periods by providing not less than 30 days’ request an extension of the Commitment Termination Date, the Company shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less six months prior to any anniversary the Commitment Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Closing DateLenders of such request. If a Bank agreesEach Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion (and with the approval of the Swingline Lender discretion, on or prior to a deadline to be determined by Company and the Issuing Banks, such approval, in each case, Administrative Agent (not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (less than fourteen days from the date such Bank, an “Extending Bank”), it will notify notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such Xxxxxx’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in writingsubstantially the form of Exhibit J hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of its decision the Lenders that have responded affirmatively. No extension of the Commitments pursuant to do this Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so no later than 15 days after executed and delivered by the applicable Notice Date Required Lenders (the effectiveness date of any such extension decisionExtension Agreement, a the Commitment ExtensionExtension Agreement Effective Date”). The Administrative Agent will notify Notwithstanding anything to the Borrowercontrary, in writing, the remaining maturity of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (Commitments, after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.15, will in no event be extended beyond the date that is five years after the applicable Extension Agreement Effective Date.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lockheed Martin Corp)

Extension Option. The Borrower may request Provided no Event of Default has occurred and is continuing, and provided that Tenant has not assigned the Commitments be extended for up to two additional one year periods by providing not less Lease or sublet more than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary 8,000 rentable square feet of the Closing Date. If a Bank agreesPremises, in its individual and sole discretion (and with Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from by giving the effective date Landlord written notice of such Commitment Extension. No Bank shall be required Tenant's election to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of the Lease no more than nine (9) months but at least six (6) months prior to the expiration of the Term of this Agreement pursuant Lease. Upon the giving of such notice, and upon mutual execution within thirty (30) days of such notice a written amendment to this Lease specifying the terms of such extension, this Lease shall be considered as extended for such option term upon the same terms, conditions and covenants as are contained in this Lease except that there shall be no additional extension options; and except that the parties shall renegotiate the cost for and the number of parking spaces under Section 2.7.1.03(O), and except that Tenant shall not have the Right of Offer to Lease provided in Paragraph 2 of this Addendum and except that the Base Rent shall be calculated by multiplying the number of rentable square feet of the Premises by the then fair market base rental value of the Premises then being asked by Landlord for other office space within the Building, and except that the base year for the calculation of Excess Expenses during the extended term shall be the year in which the primary term of the Lease expires. The "then-fair market base rental value of the Premises" means what a landlord under no compulsion to Lease the Premises and a tenant under no compulsion to lease the Premises would determine as rents (including initial monthly rent and rental increases) for the option period, as of the commencement of the option period, taking into consideration the uses permitted under this Lease, the quality, size, design and location of the Premises, the credit-worthiness of the Tenant and the rent for comparable buildings located in the areas of the Premises, any concessions given by Landlord, and any other factor reasonably related to the determination of rental values

Appears in 1 contract

Samples: Office Lease (Trizetto Group Inc)

Extension Option. The Borrower may request 2.2.1 Provided that MD Beauty, Inc. has not assigned this Lease or sublet more than twenty-five percent (25%) or all of the Commitments Premises to an entity other than a Permitted Transferee (it being intended that all rights pursuant to this provision are and shall be extended personal to the original Tenant under this Lease and its Permitted Transferees and shall not be transferable or exercisable for up to two additional one year periods by providing the benefit of any Transferee other than a Permitted Transferee), and provided Tenant is not less than 30 days’ written in default under this Lease beyond any applicable notice and cure period at the time of exercise or at any time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the date of such notice, a Notice DateExtension Option”) to extend the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Term for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments consecutive period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (“Extension Period”), by giving written notice to Landlord of the effective date exercise of any such Commitment ExtensionExtension Option at least twelve (12) months, but not more than fifteen (15) months, prior to the expiration of the initial Term. No Bank The exercise of the Extension Option by Tenant shall be required irrevocable and shall cover the entire Premises leased by Tenant pursuant to consent to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the Extension Period without the execution of any such extension request or be required to increase its Commitmentfurther instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Maturity Date with respect to any Bank that declines or does Extension Option shall terminate if not respond to exercised precisely in the Borrower’s request for an manner provided herein. Any extension of the Commitments Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (a “Declining Bank”i) Tenant shall remain have no further option to extend the then-existing Maturity Date (without regard to any extension Term of the Commitments Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of other Banks)any remodeling, renovation, alteration or improvement work in the Premises; provided that the Borrower shall continue to have the right to replace and (iii) Base Rent for any such Declining Bank Extension Period shall be the then Fair Market Base Rental (with respect to all or any portion of its Commitmentas defined below) following for the effectiveness of any such extension. The Borrower will have Premises for the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to space and term involved, which shall be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7determined as set forth below.

Appears in 1 contract

Samples: Office Lease (Bare Escentuals Inc)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to November 6, 2006 or any anniversary of the Closing thereof (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an "Extending Bank”Lender"), it will xxxx notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a "Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Appears in 1 contract

Samples: Credit Agreement (Edison International)

Extension Option. The Borrower may request that the Commitments Maturity Date be extended for up to two one additional one year periods 364-day period by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing DateAgent. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend the Maturity Date applicable to its Commitment Loan (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Maturity Date for the Extending BanksLendersCommitments Loans will be extended for an additional year 364-day period from the then current existing Maturity Date so long (the “Existing Maturity Date”) and such extended Maturity Date shall Active.40134080.7 ​ ​ become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, Extenders represent more than 50% of the Total Commitments then in effectoutstanding principal amount of the Loans, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent be restated and (iv) the Borrower shall pay a fee to any such extension request or be required the Administrative Agent, for the ratable benefit of each Extender, equal to increase its Commitment. The 0.05% of the principal amount of the Loans for which the Maturity Date with respect to any Bank is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining BankLender”) shall remain will have its Loan mature on the then-existing Existing Maturity Date (without regard to any extension of the Commitments of other Banks)Date; provided that the Borrower shall continue if any Declining Lender assigns pursuant to have the right to replace any such Declining Bank (with respect to Section 9.6(c) all or any portion of its CommitmentLoan prior to the replacement of such Lender and the Assignee of such Loan (an “Extending Assignee”) following agrees to extend the effectiveness Maturity Date of such assigned Loan until the latest applicable Maturity Date of other then existing Loans that have been extended pursuant to this Section 2.18, then the Maturity Date of such assigned Loan shall automatically be extended to the latest applicable Maturity Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments to purchase Loans held by any Declining Lenders from any Eligible Assignee that is third party financial institutions (“Extending New Lenders”) subject to the consent of the Administrative Agent (such consent of the Administrative Agent not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate outstanding principal amount of such Loans held by one or more Declining Lenders. An Extending New Lender or a Lender may replace a Declining Lender in whole or in part pursuant to Section 2.17; provided, in the event of a partial replacement, the aggregate outstanding principal amount of the Commitments of any Loans held by such Declining Banks; provided that any Eligible Assignee proposed Lender after effectuating such partial replacement shall equal at least $10,000,000 (or such lesser amount as may be agreed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Borrower and the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned). The Borrower may only extend the Maturity Date twice during no more than once following the term of this Agreement Closing Date pursuant to this Section 2.72.18.

Appears in 1 contract

Samples: Term Loan Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. (i) The Parent Borrower may request that from time to time during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Trade Maturity Date (the date of such notice, a the “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its request (x) one or more Lenders with a Participation FCI Commitment and one or more Participation FCI Issuing Lenders and/or (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than y) one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent or more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower Bilateral FCI Issuing Lenders to extend the Commitments, the then applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Foreign Trade Maturity Date with respect to such Commitment(s) to a later date (such extended date, the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Bank Extension Notice to each Lender with a Participation FCI Commitment and each FCI Issuing Lender. Each FCI Issuing Lender and each Lender with a Participation FCI Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date and, if so, as to which of its Commitments, at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given by an FCI Issuing Lender or a Lender with a Participation FCI Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each FCI Issuing Lender and each Lender with a Participation FCI Commitment that declines or it wishes to extend (each, an “Extension Acceptance Notice”). Any FCI Issuing Lender and any Lender with a Participation FCI Commitment which does not respond expressly notify the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date with respect to each of its Bilateral FCI Issuing Commitment, Participation FCI Issuing Commitment, or Participation FCI Commitment, as applicable. If (x) one or more Lenders with a Participation FCI Commitment and one or more Participation FCI Issuing Lenders and/or (y) one or more Bilateral FCI Issuing Lenders have elected (in each case in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date with respect to its specified Commitment(s), the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by such Lenders with a Participation FCI Commitment and/or such FCI Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent and the Parent Borrower (the “Extension Date”), the Foreign Trade Maturity Date shall be automatically and immediately so extended as to each such Lender with respect to its specified Commitment(s) to the Extended Foreign Trade Maturity Date. For the avoidance of doubt, if any Lenders with a Participation FCI Commitment, any Participation FCI Issuing Lenders, or any Bilateral FCI Issuing Lenders shall not have elected (in each case in their sole and absolute discretion) or are deemed not to have elected to so extend the then applicable Foreign Trade Maturity Date with respect to one or more of its Commitments, then (x) the non-extended Participation FCI Commitment, Bilateral FCI Issuing Commitment, and/or Participation FCI Issuing Commitment, as applicable, of each such non-extending Lender will be automatically terminated as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), (y) the aggregate Participation FCI Commitments, Bilateral FCI Issuing Commitments, and Participation FCI Issuing Commitments hereunder, as applicable, shall be reduced as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the Participation FCI Commitments, Bilateral FCI Issuing Commitments, and/or Participation FCI Issuing Commitments of each such non-extending Lender, and (z) any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension). No extension of Participation FCI Commitments and Participation FCI Issuing Commitments will be permitted hereunder unless, after giving effect to the termination of the Participation FCI Commitment, Bilateral FCI Issuing Commitment, and/or Participation FCI Issuing Commitment of any non-extending Lender, as applicable, the total FCI Issuing Lender Exposures with respect to Participation FCIs of all the Participation FCI Issuing Lenders (including those non-extending Participation FCI Issuing Lenders that have not received a Counter-Guarantee to support the outstanding Participation FCIs issued by such non-extending Participation FCI Issuing Lender or, in respect of such outstanding Participation FCIs, the Parent Borrower or other relevant Borrower has not provided Cash Cover (or other credit support) in accordance with Section 2.6(p)(vii)) does not exceed the total Participation FCI Commitments of all the extending Lenders with Participation FCI Commitments. Each outstanding Bilateral FCI and outstanding Participation FCI issued by a non-extending FCI Issuing Lender shall continue to be considered an issued Bilateral FCI or Participation FCI (as applicable) hereunder and part of the FCI Issuing Lender Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter-Guarantee issued hereunder in favor of such non-extending FCI Issuing Lender or the Parent Borrower or other relevant Borrower provides Cash Cover (or other credit support) in accordance with Section 2.6(p)(vii), in each case to support such Bilateral FCIs and Participation FCIs, in which case such Bilateral FCIs and Participation FCIs shall no longer be considered to be Bilateral FCIs or Participation FCIs issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (v) and Section 2.6(h) such Bilateral FCIs and Participation FCIs shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Bilateral FCIs and Participation FCIs. On or prior to the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), the Parent Borrower shall pay or cause to be paid to each non-extending Lender all amounts owing to such non-extending Lender with respect to its Participation FCI Commitment, Bilateral FCI Issuing Commitment, and/or Participation FCI Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all FCI Disbursements made by such non-extending Lender or funded FCI Disbursements made by such non-extending FCI Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of an Extension Notice and upon the extension of the Commitments (a “Declining Bank”) shall remain the then-existing Foreign Trade Maturity Date (without regard pursuant to any extension this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the Commitments Notice Date and the Extension Date, as the case may be, that no Default or Event of other Banks); provided that Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the Borrower contrary, no Lender with a Participation FCI Commitment or FCI Issuing Lender shall continue have any obligation to have extend the right to replace any such Declining Bank Foreign Trade Maturity Date, and each Lender with a Participation FCI Commitment and each FCI Issuing Lender may (with respect to all or any portion of its respective Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment) following the effectiveness of any such extension. The Borrower will have the right at its option, unconditionally and without cause, decline to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Foreign Trade Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Date.

Appears in 1 contract

Samples: Credit Agreement (SPX Corp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) Subject to the Administrative Agent prior to any anniversary terms of the Closing Date. If a Bank agreesthis Agreement, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as provided (i) the Commitments no Default or Event of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectDefault shall have occurred, and (ii) on no material adverse change in the date financial condition or operation of any request by Loan Party or any other Collateral shall have occurred, at the Borrower Borrower's request, the Maturity Date may be extended for twelve (12) months beginning on and including the originally scheduled Maturity Date (the originally scheduled Maturity Date, as extended for twelve (12) months, being herein called the “Extended Maturity Date”); provided, however, that (a) the Lender shall have received written notice at least ninety (90) days prior to the Maturity Date that the Loan Parties desire such extension and certifying that no Default or Event of Default has occurred, that no material adverse change in the financial condition of the Loan Parties or any other Collateral has occurred, and reaffirmation of the Loan Guaranty, (b) the Loan Parties shall execute and deliver to the Lender a Renewal, Extension and Modification Agreement (the “Renewal and Extension Agreement”) in form and substance satisfactory to the Loan Parties and the Lender, whereby the Loan Parties and the Lender shall agree to extend the Commitments, Maturity Date for twelve (12) months (it being agreed that during such renewal period accrued and unpaid interest shall continue to be due and payable on the applicable conditions set forth in Section 5.3 Interest Payment Dates and after which time all principal and accrued interest then unpaid shall be satisfied. No Commitment Extension finally due and payable), (c) the Borrower shall result in have paid to the then-existing Maturity Date being more Lender a renewal fee of not less than five one half of one percent (50.50%) years from of the Revolving Commitment, which amount shall be deemed earned and accrued on the effective date of AUS:0041907/00169:444711v12 74 such Commitment Extension. No Bank shall be required Renewal and Extension Agreement, and (d) all conditions to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank renewal contained in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term Section 8.19 of this Agreement pursuant to this Section 2.7shall have been, in the Lender’s reasonable opinion, satisfied in full.

Appears in 1 contract

Samples: Joinder Agreement (Macquarie CNL Global Income Trust, Inc.)

Extension Option. The Borrower (a) Notwithstanding anything to the contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which provisions shall not be applicable to this Section 2.25 except as expressly provided below in this Section 2.25) or any other Credit Document, Company may at any time and from time to time request that the Commitments scheduled final maturity date of all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be extended (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for up other terms consistent with this Section 2.25. In order to two additional one year periods by providing not less than 30 days’ written establish any Extended Term Loans, Company shall provide a notice to Administrative Agent (the date who shall provide a copy of such notice, notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Notice DateTerm Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the Administrative Agent prior to any anniversary Term Loans of the Closing Date. If a Bank agrees, in its individual Existing Term Loan Class from which they are to be extended except (i) the scheduled final maturity date shall be extended and sole discretion (and with the approval all or any of the Swingline Lender scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class, (ii)(A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and (B) additional fees may be payable to the Issuing Banks, Lenders providing such approvalExtended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, extent provided in writing, of its decision to do so no later than 15 days after the applicable Notice Date Extension Amendment (such extension decision, a “Commitment Extension”). The Administrative Agent will notify as defined below) and (iii) the Borrower, in writing, voluntary and mandatory prepayment rights of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will Extended Term Loans shall be extended for an additional year from subject to the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions provisions set forth in Section 5.3 shall be satisfied2.13 and Section 2.14. No Commitment Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans made pursuant to any Term Loan Extension Request shall result in the then-existing Maturity Date being more than five (5) years constitute a separate Class of Term Loans from the effective date Existing Term Loan Class of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments Term Loans from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7which they were extended.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Covanta Holding Corp)

Extension Option. (i) The Parent Borrower may request that from time to time during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Credit Maturity Date (the date of such notice, a the “Notice Date”), request the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders to extend the then applicable Foreign Trade Maturity Date for an additional year (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender. Each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given by a Foreign Issuing Lender or a Lender with a Foreign Credit Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any Foreign Issuing Lender and any Lender with a Foreign Credit Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Revolving Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Parent Borrower (such Bank, an the Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision Foreign Trade Maturity Date shall be automatically and immediately so extended to do so no later than 15 days after the applicable Notice Date (such Extended Foreign Trade Maturity Date. No extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from permitted hereunder without the then current Maturity Date so long as (i) consent of all the Commitments of Lenders with a Foreign Credit Commitment and all the Extending Banks Foreign Issuing Lenders (after giving effect to the replacement of any assumption by any Extending Banks non-extending Lender or non-extending Foreign Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Foreign Credit Commitments, Bilateral Foreign Credit Instrument Issuing Commitments and Participation Foreign Credit Instrument Issuing Commitments of Declining Banks each such removed Lenders and Foreign Issuing Lenders, as described belowapplicable, will be automatically terminated as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), together with and the aggregate Foreign Credit Commitments, Bilateral Foreign Credit Instrument Issuing Commitments and Participation Foreign Credit Instrument Issuing Commitments hereunder shall be reduced as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the Foreign Credit Commitments, Bilateral Foreign Credit Instrument Issuing Commitments and Participation Foreign Credit Instrument Issuing Commitments of such removed Lenders and removed Foreign Issuing Lenders, as applicable; provided, that, (x) after giving effect to any New Banks that replace any Declining Banks, represent more than 50% such removal by the Parent Borrower and resulting termination of the Total Foreign Credit Commitment, Bilateral Foreign Credit Instrument Issuing Commitment or Participation Foreign Credit Instrument Issuing Commitment of any such removed Lender or Foreign Issuing Lender, (A) the total Foreign Trade Exposures with respect to Participation Foreign Credit Instruments of all the Participation Foreign Issuing Lenders (including those non-extending Participation Foreign Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter Guarantee to support the outstanding Participation Foreign Credit Instruments and/or Participation Joint Signature Foreign Credit Instruments, issued by such non-extending Participation Foreign Issuing Lender) does not exceed the total Foreign Credit Commitments then of all the extending Lenders with Foreign Credit Commitments, (B) each outstanding Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instrument, Participation Foreign Credit Instrument and/or Participation Joint Signature Foreign Credit Instrument issued by a Foreign Issuing Lender removed in effectaccordance with this Section shall continue to be considered an issued Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instrument, Participation Foreign Credit Instrument and/or Participation Joint Signature Foreign Credit Commitment hereunder and part of the Foreign Trade Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter Guarantee issued hereunder in favor of such removed Foreign Issuing Lender to support such Bilateral Foreign Credit Instruments, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instruments and/or Participation Joint Signature Foreign Credit Commitments, in which case such Bilateral Foreign Credit Instruments, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instruments and/or Participation Joint Signature Foreign Credit Instruments shall no longer be considered to be Bilateral Foreign Credit Instruments, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instruments or Participation Joint Signature Foreign Credit Instruments issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (iiv) and Section 2.6(h) such Bilateral Foreign Credit Instruments, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instruments and/or Participation Joint Signature Foreign Credit Instruments shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Bilateral Foreign Credit Instruments, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instruments and Participation Joint Signature Foreign Credit Instruments and (C) the Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Foreign Trade Facility with reduced Foreign Credit Commitments, Bilateral Foreign Credit Instrument Issuing Commitments and Participation Foreign Credit Instrument Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Foreign Credit Commitments and Foreign Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect the such changed Commitments) and (y) any such removed Lender or removed Foreign Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or Foreign Issuing Lender with respect to its Foreign Credit Commitment, Bilateral Foreign Credit Instrument Issuing Commitment and/or Participation Foreign Credit Instrument Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all Foreign Credit Disbursements made by such removed Lender or funded Foreign Credit Disbursements made by such removed Foreign Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the date Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender with a Foreign Credit Commitment or Foreign Issuing Lender shall have any request by the Borrower obligation to extend the CommitmentsForeign Trade Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No and each Lender with a Foreign Credit Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank and each Foreign Issuing Lender may (with respect to all or any portion of its respective Foreign Credit Commitment, Bilateral Foreign Credit Instrument Issuing Commitment and/or Participation Foreign Credit Instrument Issuing Commitment) following the effectiveness of any such extension. The Borrower will have the right at its option, unconditionally and without cause, decline to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Foreign Trade Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Date.

Appears in 1 contract

Samples: Credit Agreement (SPX Corp)

Extension Option. The Borrower may request that So long as Tenant is not then in default under the Commitments be extended Lease, on the terms and conditions stated in this Paragraph 3, Tenant shall have the option to extend the term of the Lease for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofadditional five (5) year period commencing December 1, 2000 and expiring on November 30, 2005 (the "Additional Term"). To exercise its option to extend the Lease for the Additional Term, Tenant must deliver to Landlord a written notice (an "Option Notice") exercising its extension option at least six (6) months (but not more than twelve (12) months) prior to the date the then Lease Term will expire, together with a then current financial statement of Tenant. If such financial statement shows a material adverse change in Tenant's financial condition since the date of this Agreement, at Landlord's option, Tenant's exercise of its extension option shall be null and void. The Extending Banks’ Commitments will extension option granted to Tenant pursuant to this Paragraph 3 is personal to Tenant and may not be extended exercised by or for the benefit of any assignee or sublessee of Tenant, except for assignees or sublessees which are affiliates of Tenant (i.e., an additional year entity which owns, is owned by, is under common control with or results from a merger or consolidation with Tenant). All of the then current Maturity Date so long terms and conditions of the Lease, as it may be amended, shall apply during the Additional Term except (i) the Commitments of base annual rent shall be the Extending Banks "fair market rent" (after giving effect defined below) for the Premises as agreed to any assumption by any Extending Banks of Commitments of Declining Banks Landlord and Tenant or determined by arbitration as described set forth below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and ; (ii) on the date of any request unless otherwise agreed by the Borrower to extend the CommitmentsLandlord in writing, the applicable conditions set forth in Section 5.3 there shall be satisfied. No Commitment Extension no further renewal options after the commencement of the Additional Term; and (iii) Landlord shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date have no tenant improvement obligations with respect to any Bank that declines the Premises except as otherwise agreed in writing by Landlord. When the rental rate for the Additional Term is determined, whether by agreement of the parties or does not respond pursuant to arbitration as provided below, Landlord and Tenant shall enter into an amendment to the Borrower’s request Lease setting forth the new base rent for the Premises, the extended term and such other terms as may be applicable. The term "fair market rent" means the rate per rentable square foot that a willing, non-equity tenant would pay in an extension arms-length transaction for comparable space in the Building and in comparable buildings in the central business district of Seattle, Washington, for leases having a sixty (60) month term, taking into account the then condition of the Commitments (a “Declining Bank”) improvements in the Premises and concessions, credits and discounts then typically offered by landlords of comparable buildings in the central business district of Seattle, Washington. Landlord and Tenant agree the base annual rent for the Additional Term shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.determined as follows:

Appears in 1 contract

Samples: Office Lease (Interactive Objects Inc)

Extension Option. The Borrower may request 50.01 (i) Provided that Tenant is not in default under this Lease beyond the Commitments be extended for up grace period applicable to two additional one year periods by providing such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein (the “Named Tenant”) shall occupy not less than 30 days’ ninety (90%) percent of the entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right (the “Extension Right”) to extend the term of the Lease with respect to the entire Premises for a single five (5) year period (the “Extension Term"). The Extension Term shall commence on the day after the Expiration Date (the “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant's intention to exercise such option no later than three hundred sixty-five (365) days prior to the Expiration Date, as to which date time is of the essence, and upon the giving of such notice, a “Notice Date”) subject to the Administrative Agent prior to any anniversary provisions of the Closing Date. If a Bank agreesfirst sentence of this Section 50.01 and Subsection (vii), in its individual and sole discretion (and the term of the Lease shall be extended without execution or delivery of any other or further document, with the approval same force and effect as if the Extension Term had originally been included in the original term of the Swingline Lender Lease. All of the terms, covenants and conditions of the Issuing BanksLease shall continue in full force and effect during the Extension Term, such approvalincluding items of additional rent and escalation which shall remain payable on the terms herein set forth (provided, in each case, however that the provisions of Section 3.02 and Article 22 hereof shall not to be unreasonably withheld, delayed or conditioned), applicable during the Extension Term) and Tenant shall have no further right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, term of the Banks’ decisions promptly upon receipt thereof and Lease for any reason; provided, however, that in any the event not later than one that the fixed annual rent payable by Tenant for the Premises during the Extension Term is equal to the Escalated Rent (as more particularly defined below) (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long phrase “Base Tax Year” as (isuch term is defined in Article 32.0(iii) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)Lease, together with shall mean the Commitments of any New Banks that replace any Declining Banks, represent more than 50% average of the Total Commitments then in effectReal Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (iiy) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the date of any request by phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension average of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all Expenses or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Building Insurance Expenses, as applicable, incurred in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender calendar year 2017 and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7calendar year 2018.

Appears in 1 contract

Samples: Lease (Delcath Systems Inc)

Extension Option. The Borrower may request that If this Lease shall then be in full force and effect and if Tenant shall have fully performed all of its terms and conditions, Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments term of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years (“Extension Term”), provided that: (i) written notice exercising such option is delivered to the Landlord not more than seven hundred twenty (720) days and not less than five hundred forty (540) days prior to the Expiration Date and (ii) no Event of Default shall exist at the time of giving the notice and the commencement of the Extension Term and (iii) the original Tenant, named herein (or a Permitted Transferee) is occupying the Premises both at the time of giving the notice and at the time of commencement of the Extension Term. All of the provisions of this Lease shall pertain to such Extension Term, except that (a) the Basic Rent provided for in Section 2.3 shall be increased pursuant to the procedure set forth below and (b) there shall be no further options to extend the Term. Upon commencement of the Extension Term Landlord shall not be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of any kind or nature. Within thirty (30) days of receipt of Tenant's notice exercising its Castle Biosciences - Xxxx 0 - Xxxx Xxxxx option for the Extension Term, Landlord shall propose the Basic Rent for each year of the Extension Term at an amount comparable to the base or minimum rent then currently being attained for renewal tenants in similar buildings in Allegheny County and having due regard for the size, location and use of the Premises and amenities provided (the “Fair Market Rent”); provided, further, that the annual Basic Rent for each year of the Extension Term shall in no event be less than one hundred two percent of the rent in effect for the immediately preceding year. Tenant shall have a period of ten (10) days from receipt of Landlord’s notice to either accept Landlord’s proposed Fair Market Rent or to make a counter-proposal. In the effective event that Tenant counter-proposes and Landlord and Tenant do not reach agreement upon an acceptable Fair Market Rent within ten (10) days thereafter, the Fair Market Rent for each year of the Extension Term shall be resolved through arbitration as provided below. In the event Tenant exercises its option to extend the term as provided herein, the Expiration Date shall then be that date which is the last day of the Extension Term. If Tenant shall fail to give timely notice of the exercise of such Commitment Extensionoption as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. No Bank If the parties are unable to reach agreement on Fair Market Rent during the period specified above, then the determination of Fair Market Rent shall be required submitted to consent to any such extension request or be required to increase its Commitmentarbitration as set forth herein. The Maturity Date Fair Market Rent shall be determined by impartial arbitrators, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. Within ten (10) days after the expiration of the ten (10) day period referenced in the preceding paragraph, the parties shall each notify the other of the name and address of their designated arbitrator. The arbitrator shall be a commercial real estate broker or appraiser with respect at least ten (10) years of experience with commercial rental rates in greater Pittsburgh, Pennsylvania area. If one party fails to notify the other of the appointment of its arbitrator, within or by the time above specified, then the arbitrator which has been so appointed shall be the sole arbitrator to determine the issue. The unanimous written decision of the two arbitrators first chosen or the written decision of the third arbitrator chosen and selected as provided below, shall be conclusive and binding upon Landlord and Tenant. If the two (2) arbitrators are not able to reach a unanimous determination of Fair Market Rent within ten (10) business days after appointment, the arbitrators themselves, shall jointly appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators. The role of the third arbitrator shall be to select which of the two proposed resolutions most closely approximates his or her determination of Fair Market Rent. The third arbitrator shall have no right to propose a middle ground or any Bank that declines or does not respond modification of either of the two proposed resolutions. The third arbitrator shall issue its decision within ten (10) business days after appointment. Each party shall pay the fees of the arbitrator selected by it, and if a third arbitrator is selected as provided above, each party shall pay one-half of the fees of said third arbitrator. The arbitrators shall advise the parties of their determination at least thirty (30) days prior to the Borrower’s request for an extension commencement of the Commitments (applicable Extension Term. If the dispute between the parties as to a “Declining Bank”) Fair Market Rent has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rent, then Tenant shall remain pay Basic Rent and other charges under the then-existing Maturity Date (without regard to any extension Lease in respect of the Commitments of other Banks); provided that Premises in the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up amounts which were applicable to the aggregate amount twelve (12) month period immediately prior to the applicable Extension Term until either the agreement of the Commitments parties as to the Fair Market Rent designated by Landlord, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any Declining Banks; provided that any Eligible Assignee proposed underpayment of Basic Rent and other charges to be substituted for Landlord. When the Fair Market Rent has been determined, each party shall at the request of the other, execute a Declining Bank (unless such Eligible Assignee certificate confirming the Fair Market Rent as it is an affiliate of a Bank) must be approved by determined in accordance with the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term provisions of this Agreement pursuant to this Section 2.7Section.

Appears in 1 contract

Samples: Lease Agreement (Castle Biosciences Inc)

Extension Option. The Borrower may request that Tenant shall have the Commitments option (the “First Extension Option”) to extend the Term of this Lease for an additional period of five (5) years, commencing on the day following the originally scheduled Expiration Date and expiring on the day immediately preceding the five (5) year anniversary of the originally scheduled Expiration Date (the “First Extension Term Expiration Date”), with such First Extension Option to be extended for up exercised by Tenant delivering to two additional one year periods by providing Landlord written notice thereof not less than 30 days’ written notice twelve (the date of such notice, a “Notice Date”12) months and not more than fifteen (15) months prior to the Administrative Agent prior to any anniversary of the Closing originally scheduled Expiration Date. If a Bank agrees, in Tenant’s right to exercise its individual and sole discretion First Extension Option is conditioned upon (and with the approval a) no uncured Default of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) Tenant existing on the date of any request by exercise or the Borrower date the First Extension Term (as hereinafter defined) is to extend commence, and (b) this Lease being in full force and effect. If Tenant exercises its First Extension Option, then the Commitmentsportion of the Term preceding the originally scheduled Expiration Date shall be referred to as the “Initial Term,” and the portion of the Term from and after the originally scheduled Expiration Date shall be referred to as the “First Extension Term.” The First Extension Term shall be upon all the same terms, covenants and conditions as the applicable conditions Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in Section 5.3 1.1, (ii) that, except as set forth below with respect to Tenant’s Second Extension Option (as hereinafter defined), Tenant shall have no further extension rights unless otherwise expressly provided herein or hereafter agreed to in writing by Landlord, (iii) Tenant shall not be entitled to any period of “free rent” for the First Extension Term, (iv) there shall be satisfiedno Landlord Contribution or similar contribution from Landlord for tenant improvements in connection with such First Extension Term, and (v) Landlord shall be under no obligation to perform any improvements or related work to the Premises. No Commitment Tenant shall have the option (the “Second Extension shall result in Option”) to extend the then-existing Maturity Date being more than Term of this Lease for an additional period of five (5) years from following the effective First Extension Term, commencing on the day following the originally scheduled First Extension Term Expiration Date and expiring on the day immediately preceding the five (5) year anniversary of the originally scheduled First Extension Term Expiration Date, with such Second Extension Option to be exercised by Tenant delivering to Landlord written notice thereof not less than twelve (12) months and not more than fifteen (15) months prior to the originally scheduled First Extension Term Expiration Date. Tenant’s right to exercise its Second Extension Option is conditioned upon (a) no uncured Default of Tenant existing on the date of such Commitment Extensionexercise or the date the Second Extension Term (as hereinafter defined) is to commence, and (b) this Lease being in full force and effect. No Bank If Tenant exercises its Second Extension Option, then the portion of the Term from and after the originally scheduled First Extension Term Expiration Date shall be required referred to consent as the “Second Extension Term.” The Second Extension Term shall be upon all the same terms, covenants and conditions as the Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in Section 1.1, (ii) that Tenant shall have no further extension rights unless otherwise expressly provided herein or hereafter agreed to in writing by Landlord, (iii) Tenant shall not be entitled to any period of “free rent” for the Second Extension Term, (iv) there shall be no Landlord Contribution or similar contribution from Landlord in connection with such extension request Second Extension Term, and (v) Landlord shall be under no obligation to perform any improvements or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond related work to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Premises.

Appears in 1 contract

Samples: Lease (Caliper Life Sciences Inc)

Extension Option. The Borrower may request that Tenant shall have the Commitments option (the “Extension Option”) to extend the Term of this Lease for an additional period of five (5) years, commencing on the day immediately following the originally scheduled Expiration Date and expiring on the fifth (5th) anniversary of the originally scheduled Expiration Date, with such Extension Option to be extended for up exercised by Tenant delivering to two additional one year periods by providing Landlord written notice thereof not less than 30 days’ written notice twelve (12) months and not more than fifteen (15) months prior to the originally scheduled Expiration Date. Tenant’s right to exercise its Extension Option is conditioned upon (a) no Default of Tenant having occurred on or before the date of such noticeexercise or the date the Extension Term is to commence, a “Notice Date”(b) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, this Lease being in its individual full force and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (iic) on Replimune Group, Inc. having continuously occupied the entire Premises from the Term Commencement Date through the date of any request by its exercise of such Extension Option and through the Borrower date on which the Extension Term is to extend commence. If Tenant exercises its Extension Option, then the Commitmentsportion of the Term preceding the originally scheduled Expiration Date shall be referred to as the “Initial Term” and the portion of the Term from and after the originally scheduled Expiration Date shall be referred to as the “Extension Term.” The Extension Term shall be upon all the same terms, covenants and conditions as the applicable conditions Initial Term, except (i) as to Basic Rent, which shall be the Extension Term Basic Rent as determined as set forth in Section 5.3 1.1, (ii) that Tenant shall be satisfied. No Commitment Extension shall result have no further extension rights unless otherwise expressly provided herein or hereafter agreed to in the then-existing Maturity Date being more than five writing by Landlord, (5iii) years from the effective date of such Commitment Extension. No Bank Tenant shall be required to consent provide security as described in ARTICLE 18, (iv) Tenant shall not be entitled to any period of “free rent” for the Extension Term, (v) there shall be no landlord contribution for tenant improvements in connection with such extension request Extension Term, and (vi) Landlord shall be under no obligation to perform any improvements or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond related work to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Premises.

Appears in 1 contract

Samples: Lease (Replimune Group, Inc.)

Extension Option. The Borrower may request that So long as there exists no default beyond any applicable notice and cure period either at the Commitments be extended time of exercise or on the first day of the Extension Term (as hereinafter defined) and Tenant has not assigned this Lease in whole or in part ( other than pursuant to a Permitted Transfer) nor sublet the Premises in whole or in part, Tenant shall have the option to extend the Term for up to two additional one year (2) consecutive periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years apiece (each period being an "Extension Term") upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the scheduled expiration of the Term. If Tenant fails to exercise either option to extend the Term strictly within the time period set forth in this section, then Tenant's options to extend the Term shall automatically lapse and be of no further force or effect. In the event that Tenant exercises an option granted hereunder, the Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term except that the Base Rent due from the effective Tenant shall be increased to Landlord's determination of Base Rent as provided herein, and Tenant shall have no further right or option to extend the Term or to any abatements, improvement allowance or other inducements. If Tenant timely exercises its option to extend the Term, then no later than thirty (30) days following receipt of Tenant's notice, Landlord shall notify Tenant in writing of Landlord's determination of the Base Rent for the Extension Term ("Landlord's Rental Notice"). If Tenant does not object to Landlord's determination of the Base Rent by written notice to Landlord within ten (10) days after the date of such Commitment Extension. No Bank Landlord's Rental Notice, then Tenant shall be required deemed to consent have accepted the Base Rent set forth in Landlord's Rental Notice. If Tenant timely objects to Landlord's Rental Notice, and the parties cannot agree on Base Rent for the Extension Term within thirty (30) days after Landlord receives Tenant's notice of objection, then the Term shall automatically be extended and Base Rent for the Extension Term shall be submitted to arbitration as follows: Base Rent shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in the market area), one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided, and shall reflect the greater of (i) the rate that would be agreed upon between a landlord and a tenant on or about the date on which the Extension Term is to begin for a comparable term and for space comparable to the Premises in the Building and buildings comparable to the Building in the market area, taking into account any material economic differences between the terms of this ease and any comparison lease, such as the manner, if any, in which the landlord under any such extension request or be required to increase its Commitmentlease is reimbursed for operating expenses and taxes and (ii) the Base Rent payable during the last month of the current Term. The Maturity Date with respect unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall select an impartial third arbitrator to any Bank that declines or does not respond determine the market value as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (30) days following the date of appointment of the third arbitrator and shall notify Landlord and Tenant thereof, which decision shall be final and binding on the parties. Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to the Borrower’s request Base Rent for an extension the Extension Term has not been resolved before the commencement of the Commitments Extension Term, Tenant shall pay Base Rent for the Extension Term based upon the Base Rent designated by Landlord in the Landlord' s Rental Notice until either (a “Declining Bank”i) shall remain the then-existing Maturity Date (without regard to any extension agreement of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up parties as to the aggregate amount fair market rent, or (ii) decision of the Commitments arbitrators, as the case may be, at which time Tenant shall promptly pay any underpayment of any Declining Banks; provided that any Eligible Assignee proposed Base Rent to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate Landlord, or Landlord shall credit the overpayment of a Bank) must be approved by Base Rent against the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not next installment of rental or other charges due to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Landlord.

Appears in 1 contract

Samples: Sublease Agreement (Exagen Inc.)

Extension Option. The Borrower shall have the right, at its option, to extend the Term until (i) January 9, 2024 (the “First Extended Maturity Date”) and (ii) January 9, 2025 (the “Second Extended Maturity Date”) (and the period of time during each such extension period being referred to herein as an “Extension Period”) by giving notice of such extension to Lender at least thirty (30) days but no more than ninety (90) days prior to the then scheduled Stated Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions: (a) no Default or Event of Default shall be continuing at the time such request is made or on the then scheduled Stated Maturity Date; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above, and certifying that each of the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such notice, a “Notice Date”) Officer’s Certificate to the Administrative Agent prior to any anniversary extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the Closing Date. If a Bank agrees, in its individual and sole discretion passage of time; (and c) Borrower pays to Lender concurrently with the approval request to so extend the Term (x) with respect to the extension until the First Extended Maturity Date, an extension fee in an amount equal to 0.25% of the Swingline Lender then-outstanding Principal and (y) with respect to the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bankextension until the Second Extended Maturity Date, an “Extending Bank”), it will notify the Administrative Agent, extension fee in writing, of its decision an amount equal to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, 0.50% of the Banks’ decisions promptly upon receipt thereof and in any event not later than one then-outstanding Principal; (1d) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from on the then current Maturity Date so long as (i) originally scheduled Stated Maturity Date, in the Commitments case of the Extending Banks (after giving effect extension to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectFirst Extended Maturity Date, and (ii) on First Extended Maturity Date, in the date case of any request by the Borrower extension to extend the CommitmentsSecond Extended Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result Debt Yield is at least 8.50%, calculated as of the last day of the calendar month immediately preceding the (y) originally scheduled Stated Maturity Date, in the then-existing Maturity Date being more than five (5) years from case of the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension First Extended Maturity Date, and (z) First Extended Maturity Date, in the case of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of Second Extended Maturity Date; and (e) on or prior to the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank then scheduled Stated Maturity Date, Borrower either (unless such Eligible Assignee is an affiliate of a Banki) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during extends the term of this the Interest Rate Protection Agreement pursuant to this Section 2.7.a date not earlier than the expiration of the requested Extension Period or (ii) enters into a new interest rate protection agreement that has a notional amount not less than the then outstanding Principal, which will 27 71215191

Appears in 1 contract

Samples: _______________________________________________________________ Loan Agreement (Strategic Realty Trust, Inc.)

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non- Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Closing Date pursuant to this Section 2.72.18.

Appears in 1 contract

Samples: Credit Agreement

Extension Option. The Provided that (i) no Event of Default or Incipient Default exists, (ii) there has not occurred during the twelve (12) immediately preceding Loan Months either (X) a reduction in the Net Cash Flow of more than twenty percent (20%), or (Y) a reduction in Gross Revenues of more than thirty percent (30%), and (iii) the DSCR for the twelve (12) immediately preceding Loan Months is equal to or greater than 1.40:1, then Borrower may request that may, upon the Commitments be extended for up to two additional one year periods by providing not less than 30 delivery of at least ninety (90) days' prior written notice (to Lender, elect to extend the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary term of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Loans for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments term of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective "EXTENDED TERM"). The requirements described in the preceding sentence must be satisfied both on the date of such Commitment Extensionthe delivery of an extension notice by Borrower to Lender and on the commencement date of the Extended Term. No Bank On or before the commencement date of the Extended Term, Borrower shall pay to Lender an extension fee in an amount equal to one-half of one percent (.5%) of the then outstanding principal balance of the Loans (the "EXTENSION FEE"). Upon satisfaction of the requirements set forth above, including, without limitation, Lender's receipt of the Extension Fee, the Loans shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank extended for the Extended Term on the same terms and conditions contained in the Loan Documents except that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the no further right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement the Loans and the Interest Rate for each of the Loans shall be either the Base Rate or the Fixed Rate, as designated by Borrower in a written notice delivered to Lender at least thirty (30) days prior to the first day of the Extended Term. If Borrower fails to designate the Interest Rate pursuant to this Section 2.7the immediately preceding sentence, Lender shall select the Interest Rate for the Extended Term. Borrower acknowledges and agrees that the Prepayment Fee (as defined in the Notes) shall apply during the Extended Term pursuant to and in accordance with the terms and provisions of the Notes. Borrower agrees to execute any additional documentation required by Lender in connection with any Extended Term.

Appears in 1 contract

Samples: Loan Agreement (Senior Tour Players Development Inc)

Extension Option. The Borrower may request that Tenant shall have the Commitments be extended for up option to two additional one year periods by providing not less than 30 days’ written notice (extend the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary Term of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective date “Extension Term”), by written notice given to Landlord at least twelve (12) months before the scheduled expiration of such Commitment Extensionthe initial Term, on the terms set forth below (the “Extension Option”). No Bank Tenant’s notice exercising the Extension Option must be unconditional and irrevocable in order to be effective. Failure to timely deliver Tenant’s notice exercising the Extension Option shall constitute Tenant’s waiver of the Extension Option. Tenant’s lease of the Leased Premises during the Extension Term shall be required on all of the terms and conditions of this Lease in effect on the last day of the expiring Term, except that Net Rent during the Extension Term shall be the Fair Market Net Rent as determined hereunder. Tenant shall have no option to consent extend the Term beyond the end of the Extension Term. Landlord may give Tenant notice of Landlord’s determination of the Fair Market Net Rent at any time after the date eighteen (18) months prior to the date the Extension Term is scheduled to commence and, if so requested by Tenant on thirty days prior notice, shall provide such determination no later than the date thirteen (13) months prior to the date the Extension Term is scheduled to commence. Any dispute over Fair Market Net Rent shall be resolved in accordance with Article 7. All references in this Lease to “Term” shall mean the initial Term as extended by any such extension request Extension Term. For any part of the Extension Term during which the Net Rent is in dispute hereunder, Tenant shall make payment on account of Net Rent at the rate estimated by Landlord, and the parties shall adjust for any overpayments or be required to increase its Commitmentunderpayments upon the issuance of the arbitrators’ decision. The Maturity Date failure by the parties to complete the process contemplated under this Section 9.01 prior to commencement of the Extension Term shall not affect the continuation of the Term or the parties’ obligation to make any adjustments for any overpayments or underpayments for the Net Rent due for the Extension Term promptly after the determination thereof is made. If Tenant shall exercise the Extension Option in accordance with respect to any Bank that declines or does not respond to this Section 9.01, the Borrower’s provisions of this Section shall be self-operative, but upon request by either party after determination of the Net Rent for the Extension Term, the parties shall execute an agreement specifying the Net Rent for the Extension Term and acknowledging the extension of the Commitments Term. Notwithstanding any provision of this Section to the contrary, Tenant’s option to extend the Term shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension, or (ii) any transfer under Section 4.06 has occurred on or before either such time, other than a “Declining Bank”transfer to an Affiliate or sublease(s) shall remain the then-existing Maturity Date (without regard to any extension covering less than half of the Commitments of other Banks); provided that Leased Premises in the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7aggregate.

Appears in 1 contract

Samples: NewStar Financial, Inc.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an 41 ‌ 509265-1292-16352-Active.25729829.7 ​ additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Effective Date pursuant to this Section 2.72.18.

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. The Borrower may request that extend the Commitments be extended Maturity Date two (2) times only for up to two additional one year periods a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ Borrower of a written notice to Administrative Agent (the date of such notice, a an Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Date. If on or before a Bank agrees, in its individual and sole discretion date that is not more than one hundred twenty (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from month prior to the then current scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described belowan “Extension Date”), together with and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) for the Commitments of any New Banks that replace any Declining Banksfirst extension, represent more than 500.0625% of the Total Commitments then in effect, Loan Commitment and (iiy) on for the date of any request by the Borrower to extend the Commitmentssecond extension, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension 0.075% of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Total Loan Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each casecase on such Extension Date, not which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7irrevocable.

Appears in 1 contract

Samples: Revolving Credit Agreement (Vornado Realty Lp)

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 6.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Appears in 1 contract

Samples: Credit Agreement (Centerpoint Energy Resources Corp)

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