Common use of Extension Periods Clause in Contracts

Extension Periods. Borrowers shall have the right and option to extend the Maturity Date (a) to a date ending upon the expiration of the First Extension Period and (b) upon expiration of the First Extension Period, to a date ending upon the expiration of the Second Extension Period, each such extension being subject to the conditions that: (a) Borrowers shall have given Lender at least sixty (60) days' prior written notice of Borrowers' intention to extend the Maturity Date for each Extension Period; (b) Borrower shall pay to Agent, on the original Maturity Date or on the date of the expiration of the First Extension Period, as applicable, the Extension Fee for the prorata benefit of the Lenders, for each Extension Period; (c) no Default will have occurred and be continuing as of the date of Agent's receipt of notice of Borrowers' intention to extend the Maturity Date and as of the effective date of such Extension Period (without limiting the generality of the foregoing, the Extension Period provided for herein will not be available at any time the Notes have matured, whether at scheduled maturity, by acceleration or otherwise); (d) Borrower shall have delivered to Agent, prior to the beginning of each Extension Period, evidence satisfactory to Agent that the Facilities have (i) achieved a Debt Coverage Ratio - Extension of at least 1.35 to 1.00 for the six (6) consecutive month period immediately preceding the date of the notice in (a) above and immediately preceding first day of Extension Period and (ii) a cumulative Loan to Value Ratio of at least 75% as of the date of the notice provided in (a) above; (e) no Material Adverse Change - Portfolio has occurred and is continuing; (f) the terms of all Letters of Credit then held by Agent will be extended to a date not less than 30 days beyond the extended Maturity Date; (g) the terms of all Interest Rate Protection Agreements will be extended to a date not less than 30 days beyond the extended Maturity Date; (h) a Notes Resize(s) must have occurred which resizes all the Notes B into the Notes A; and (i) Borrower shall execute such agreements, documents and instruments as Agent may require to effect the Extension Period described herein, and deliver to Agent such consents, resolutions, certificates, estoppels, opinions of legal counsel, updated title report and endorsements to the Loan Policy Agent may require; provided, however, the Second Extension Period will not come into effect unless the First Extension Period shall have been in effect. Additionally, at the commencement of each Extension Period, in the event an individual Facility has a Loan to Value Ratio which is significantly more than 75%, a Lender may request a reallocation (a "REALLOCATION") of the principal amounts of the Notes with respect to each Facility to enable each Facility to individually satisfy a 75% Loan to Value Ratio. To effectuate a Reallocation, Borrowers shall execute and deliver new Notes to the Lenders upon return of the old Notes to Borrowers and Schedule 2 attached hereto will be replaced. Borrowers shall also execute such other instruments as Lenders shall reasonably require to effectuate a Reallocation.

Extension Periods. Borrowers shall (a) Provided the Loan is not then in default, Completion has been achieved, the Improvements are then fully open and operating, and all requirements for the final disbursement of Hard Costs set forth in Section 6.4 of this Agreement have been satisfied, Borrower may, subject to the right and option to requirements of this Section 2A.11, extend the maturity of the Notes for the period from the day next succeeding the Maturity Date through the date that occurs eighteen (18) months after the Maturity Date (a) to a date ending upon the expiration "FIRST EXTENSION PERIOD"), and for an additional period from the day next succeeding the last day of the First Extension Period through the date that occurs twelve (12) months after the last day of the First Extension Period (the "SECOND EXTENSION PERIOD"; the First Extension Period and the Second Extension Period are sometimes hereinafter collectively referred to as the "EXTENSION PERIODS"). (b) Borrower's right to extend the maturity of the Notes for the Firxx Xxxxnsion Period shall be conditioned upon expiration the satisfaction of the following requirements, as determined by Agent: (i) Borrower shall have delivered written notice of its desire to extend the maturity of the Notes and said written notice must be delivered to Agent not later than sixty (60) days prior to the then effective Maturity Date, (ii) at the time of delivery of such notice, Completion shall have occurred and (iii) no Event of Default hereunder or under any of the other Loan Documents shall have occurred and be continuing and there shall be no outstanding payment default under the Loans. (c) Borrower's right to extend the maturity of the Notes for the Second Extension Period shall be conditioned upon the satisfaction of the following requirements, as determined by Agent: (i) the maturity of the Notes shall have been extended for the First Extension Period, (ii) Borrower shall have delivered written notice of its desire to a date ending upon extend the expiration maturity of the Second Extension Period, each such extension being subject Notes and said written notice must be delivered to the conditions that: (a) Borrowers shall have given Lender at least Agent not later than sixty (60) days' days prior written notice of Borrowers' intention to extend the Maturity Date for each Extension Period; (b) Borrower shall pay to Agent, on the original Maturity Date or on the date of the expiration of the First Extension Period, as applicable, the Extension Fee for the prorata benefit which notice shall be accompanied by payment of an extension fee equal to 25 basis points (.0025) of the Lenders, for each outstanding principal amount of the Notes (plus any unfunded principal made available to Borrower during the Second Extension Period; ), (ciii) no Event of Default will hereunder or under any of the other Loan Documents shall have occurred and be continuing as and there shall be no outstanding payment default under the Loans and (iv) at the time of delivery of such notice, Completion shall have occurred, and the Project shall have achieved, and be capable of maintaining, based upon Agent's reasonable determination, a minimum Debt Service Coverage Ratio calculated on a prospective basis for the first quarter of the date Second Extension Period (i.e. including actual figures from quarters 8, 9, 10 and 11 and including projected principal payments during the Second Extension Period) of Agentnot less than 1.2 to 1.0, and (v) in the event that the Requisite Lenders request a new or updated Appraisal, Borrower furnishes to Agent an Appraisal, at Borrower's receipt sole cost and expense, reasonably satisfactory in all material respects to the Lenders and evidencing a loan to value ratio not greater than 75%. Upon the extension of notice of Borrowers' intention to extend the Maturity Date and as pursuant to this Section 2A.11(c), the outstanding principal balance of the effective date Loan shall amortize in equal monthly installments of such principal payable beginning on the first day of the Second Extension Period. The monthly principal amortization payments shall be determined at the commencement of the Second Extension Period (without limiting based upon a 25-year amortization schedule; provided, that the generality monthly principal amortization payments shall be adjusted from time to time, based on the foregoing 25-year amortization schedule, to include the amount of Advances, if any, made to Borrower during the foregoing, the Second Extension Period provided for herein will not be available at any time the Notes have matured, whether at scheduled maturity, by acceleration or otherwise);Period. (d) Borrower In no event shall have delivered to Agent, prior to the beginning of each Extension Period, evidence satisfactory to Agent that the Facilities have (i) achieved a Debt Coverage Ratio - Extension of at least 1.35 to 1.00 for the six (6) consecutive month period immediately preceding the date of the notice in (a) above and immediately preceding first day of Extension Period and (ii) a cumulative Loan to Value Ratio of at least 75% as of the date of the notice provided in (a) above; (e) no Material Adverse Change - Portfolio has occurred and is continuing; (f) the terms of all Letters of Credit then held by Agent will be extended to a date not less than 30 days beyond the extended Maturity Date; (g) the terms of all Interest Rate Protection Agreements will be extended to a date not less than 30 days beyond the extended Maturity Date; (h) a Notes Resize(s) must have occurred which resizes all the Notes B into the Notes A; and (i) Borrower shall execute such agreements, documents and instruments as Agent may require to effect the Extension Period described herein, and deliver to Agent such consents, resolutions, certificates, estoppels, opinions of legal counsel, updated title report and endorsements to the Loan Policy Agent may require; provided, however, the Second Extension Period will not come into effect unless the First Extension Period shall have been in effect. Additionally, at the commencement of each Extension Period, in the event an individual Facility has a Loan to Value Ratio which is significantly more than 75%, a Lender may request a reallocation (a "REALLOCATION") of the principal amounts Date of the Notes with respect to each Facility to enable each Facility to individually satisfy a 75% Loan to Value Ratio. To effectuate a Reallocation, Borrowers shall execute and deliver new Notes to be extended beyond the Lenders upon return of the old Notes to Borrowers and Schedule 2 attached hereto will be replaced. Borrowers shall also execute such other instruments as Lenders shall reasonably require to effectuate a ReallocationExtension Periods.

Extension Periods. Borrowers shall have the 4.3.1. Without prejudice to Buyer’s and Seller’s right and option to elect a Restoration Period, Buyer may elect to extend the Maturity Date Term for two (a2) additional periods subject to and in accordance with this Section 4.3 (each an “Extension Period”). On or before two (2) years prior to the later of the expiration of the Initial Term or the expiration of the Restoration Period, Buyer may, by notice to Seller, extend the Term of this Agreement for a date ending upon period of not less than two (2) years and not greater than five (5) years (“First Extension Period”). If Buyer extends the Term for the First Extension Period, then on or before two (2) years prior to the expiration of the First Extension Period, Buyer may, by notice to Seller, extend the Term of this Agreement for an additional five (5) years (“Second Extension Period”); provided, however, that if Seller notifies Buyer no earlier than four (4) years prior to the expiration of the First Extension Period and no later than two (b2) upon years prior to the expiration of the First Extension PeriodPeriod that a potential non-Affiliate customer of either Seller or FLNG is reasonably expected by Seller to imminently execute a term sheet setting forth the terms for purchase by such potential customer of firm liquefaction services from the Tilbury Facility of not less than the ACQ elected by Buyer during the First Extension Period and for a term of two (2) years or longer (“Bona Fide Customer”), Buyer will notify Seller within ninety (90) days of receipt of Seller’s notice whether it elects, subject to Commission approval, to extend the Term for the Second Extension Period. Seller’s notice will state such Bona Fide Customer’s desired annual contract quantity and the term of such Bona Fide Customer’s proposed contract. If Buyer does not elect to extend the Term for a date ending upon Second Extension Period within the expiration deadline set forth above, Buyer’s right to elect a Second Extension Period shall be limited to an ACQ in each Contract Year of the Second Extension Period of not more than Buyer ACQ less the amount of such Bona Fide Customer’s desired annual contract quantity for the Contract Years in which the Bona Fide Customer’s demand coincides with the Second Extension Period, each unless such extension being subject Bona Fide Customer has not entered into an agreement to purchase firm liquefaction services from the conditions that: (a) Borrowers shall have given Lender at least sixty (60) days' prior written notice of Borrowers' intention to extend the Maturity Date for each Extension Period; (b) Borrower shall pay to Agent, Tilbury Facility on the original Maturity Date or on before the date of that is two (2) years prior to the expiration of the First Extension Period. Buyer’s extension notice shall state its desired ACQ for the requested Extension Period, as applicablenot to exceed the Buyer ACQ. Subject to Section 4.3.1(a) and 4.3.2, the ACQ for an Extension Fee Period will equal Buyer’s desired ACQ set forth in such notice; provided, however, that if Buyer elects an ACQ that is less than the Buyer ACQ for the prorata benefit First Extension Period, and a Bona Fide Customer is seeking a term of five (5) years or longer, any portion of which overlaps with the Second Extension Period, and an annual contract quantity greater than Buyer’s requested ACQ for the Second Extension Period, then subject to Section 4.3.1(a), Buyer’s ACQ during the Second Extension Period will be equal to Buyer ACQ less such Bona Fide Customer’s annual contract quantity. If Buyer elects to extend the Term for the First Extension Period or Second Extension Period pursuant to the foregoing, the Term shall be extended if: (a) (i) the sum of the LendersACQ elected by Buyer for the applicable Extension Period (as may be reduced pursuant to Section 4.3.2), and the annual contract quantities of all Other Customers at all times during the Extension Period elected by Buyer is equal to or greater than ***, or (ii) Buyer agrees to increase its ACQ during the Extension Period elected by Buyer such that the sum of the Buyer ACQ (as may be reduced pursuant to Section 4.3.2) and the annual contract quantities of all Other Customers during the Extension Period elected by Buyer is equal to or greater than ***; (b) Seller or Transporter is able, by the exercise of reasonable efforts, to maintain or cause to be maintained in effect the Anchorage Authorization, the Export Authorization (unless Buyer has procured an export authorization on its own behalf in accordance with Section 2.1.4), and all Approvals necessary for each Extension Periodthe continued operation of the Tilbury Facility and the delivery of LNG to Buyer using the Delivery Assets; (c) no Default will have occurred and be continuing as of the date of Agent's receipt of notice of Borrowers' intention to extend the Maturity Date and as of the effective date of such Extension Period (without limiting the generality of the foregoing, the Extension Period provided for herein will not be available at any time the Notes have matured, whether at scheduled maturityBuyer is able, by acceleration or otherwise)the exercise of reasonable efforts, to maintain in effect the Import Authorization and all Approvals for the continued operation of Buyer’s Facilities; (d) Borrower shall have delivered Buyer has made available, or caused to Agentbe made available, prior ISO Containers to Seller in sufficient quantity, as reasonably determined by Transporter, to deliver the beginning requested quantity of each LNG during the relevant Extension Period, evidence satisfactory to Agent that which shall not exceed the Facilities have (i) achieved a Debt Coverage Ratio - Extension of at least 1.35 to 1.00 for the six (6) consecutive month period immediately preceding the date of the notice in (a) above and immediately preceding first day of Extension Period and (ii) a cumulative Loan to Value Ratio of at least 75% as of the date of the notice provided in (a) aboveRequired ISO Container Quantity; (e) no Material Adverse Change - Portfolio Seller, acting as a Reasonable and Prudent Operator, has occurred determined that the Delivery Assets are capable of performing during the relevant Extension Period at a level of safety and is continuing;reliability substantially similar to the performance of the Delivery Assets as in the previous five (5) years while operating under this Agreement; and (f) the terms Parties are able, using commercially reasonable efforts, to extend all contracts ancillary to this Agreement, as necessary to give effect to any extension elected pursuant to this Section 4.3.1. 4.3.2. If Seller is unable to maintain or cause to be maintained any of all Letters the requirements for extension set forth in Section 4.3.1 during the entire Extension Period elected by Buyer, Seller shall inform Buyer of Credit then held the period during which it can maintain or cause to be maintained such requirements for extension set forth in Section 4.3.1, and Buyer may, by Agent will be extended giving Seller notice no later than thirty (30) Days following receipt of Seller’s notice pursuant to a date not less than 30 days beyond the extended Maturity Date; this Section 4.3.2: (ga) the terms of all Interest Rate Protection Agreements will be extended modify its election made pursuant to a date not less than 30 days beyond the extended Maturity Date; (h) a Notes Resize(s) must have occurred which resizes all the Notes B into the Notes A; and (i) Borrower shall execute Section 4.3.1 such agreements, documents and instruments as Agent may require to effect that the Extension Period described hereinis coincident with or less than the period during which Seller can maintain or cause to be maintained such requirements for set forth in Section 4.3.1 or (b) withdraw its election made pursuant to Section 4.3.1. 4.3.3. If the Term is extended pursuant to this Section 4.3, the Parties shall make such revisions to this Agreement as are necessary to give effect to such extension. 4.3.4. The Parties shall use commercially reasonable efforts to include provisions in all contracts ancillary to this Agreement that provide for extension of such contracts for up to a three hundred sixty-five (365) Day restoration period, a two (2) to five (5) year first extension period, and deliver to Agent such consents, resolutions, certificates, estoppels, opinions of legal counsel, updated title report and endorsements to the Loan Policy Agent may require; provided, however, the Second Extension Period will not come into effect unless the First Extension Period shall have been in effect. Additionally, at the commencement of each Extension Period, in the event an individual Facility has a Loan to Value Ratio which is significantly more than 75%, a Lender may request a reallocation five (a "REALLOCATION"5) of the principal amounts of the Notes with respect to each Facility to enable each Facility to individually satisfy a 75% Loan to Value Ratio. To effectuate a Reallocation, Borrowers shall execute and deliver new Notes to the Lenders upon return of the old Notes to Borrowers and Schedule 2 attached hereto will be replaced. Borrowers shall also execute such other instruments as Lenders shall reasonably require to effectuate a Reallocationyear second extension period.

Extension Periods. Borrowers shall (a) Provided the Loan is not then in default, Completion has been achieved, the Improvements are then fully open and operating, and all requirements for the final disbursement of Hard Costs set forth in Section 6.4 of this Agreement have been satisfied, Borrower may, subject to the right and option to requirements of this Section 2A.11, extend the maturity of the Notes for the period from the day next succeeding the Maturity Date through the date that occurs eighteen (18) months after the Maturity Date (a) to a date ending upon the expiration "FIRST EXTENSION PERIOD"), and for an additional period from the day next succeeding the last day of the First Extension Period through the date that occurs twelve (12) months after the last day of the First Extension Period (the "SECOND EXTENSION PERIOD"; the First Extension Period and the Second Extension Period are sometimes hereinafter collectively referred to as the "EXTENSION Periods"). (b) Borrower's right to extend the maturity of the Notes for the First Extension Period shall be conditioned upon expiration the satisfaction of the following requirements, as determined by Agent: (i) Borrower shall have delivered written notice of its desire to extend the maturity of the Notes and said written notice must be delivered to Agent not later than sixty (60) days prior to the then effective Maturity Date, (ii) at the time of delivery of such notice, Completion shall have occurred and (iii) no Event of Default hereunder or under any of the other Loan Documents shall have occurred and be continuing and there shall be no outstanding payment default under the Loans. (c) Borrower's right to extend the maturity of the Notes for the Second Extension Period shall be conditioned upon the satisfaction of the following requirements, as determined by Agent: (i) the maturity of the Notes shall have been extended for the First Extension Period, (ii) Borrower shall have delivered written notice of its desire to a date ending upon extend the expiration maturity of the Second Extension Period, each such extension being subject Notes and said written notice must be delivered to the conditions that: (a) Borrowers shall have given Lender at least Agent not later than sixty (60) days' days prior written notice of Borrowers' intention to extend the Maturity Date for each Extension Period; (b) Borrower shall pay to Agent, on the original Maturity Date or on the date of the expiration of the First Extension Period, as applicable, the Extension Fee for the prorata benefit which notice shall be accompanied by payment of an extension fee equal to 25 basis points (.0025) of the Lenders, for each outstanding principal amount of the Notes (plus any unfunded principal made available to Borrower during the Second Extension Period; ), (ciii) no Event of Default will hereunder or under any of the other Loan Documents shall have occurred and be continuing as and there shall be no outstanding payment default under the Loans and (iv) at the time of delivery of such notice, Completion shall have occurred, and the Project shall have achieved, and be capable of maintaining, based upon Agent's reasonable determination, a minimum Debt Service Coverage Ratio calculated on a prospective basis for the first quarter of the date Second Extension Period (i.e. including actual figures from quarters 8, 9, 10 and 11 and including projected principal payments during the Second Extension Period) of Agentnot less than 1.2 to 1.0, and (v) in the event that the Requisite Lenders request a new or updated Appraisal, Borrower furnishes to Agent an Appraisal, at Borrower's receipt sole cost and expense, reasonably satisfactory in all material respects to the Lenders and evidencing a loan to value ratio not greater than 75%. Upon the extension of notice of Borrowers' intention to extend the Maturity Date and as pursuant to this Section 2A.11(c), the outstanding principal balance of the effective date Loan shall amortize in equal monthly installments of such principal payable beginning on the first day of the Second Extension Period. The monthly principal amortization payments shall be determined at the commencement of the Second Extension Period (without limiting based upon a 25-year amortization schedule; provided, that the generality monthly principal amortization payments shall be adjusted from time to time, based on the foregoing 25-year amortization schedule, to include the amount of Advances, if any, made to Borrower during the foregoing, the Second Extension Period provided for herein will not be available at any time the Notes have matured, whether at scheduled maturity, by acceleration or otherwise);Period. (d) Borrower In no event shall have delivered to Agent, prior to the beginning of each Extension Period, evidence satisfactory to Agent that the Facilities have (i) achieved a Debt Coverage Ratio - Extension of at least 1.35 to 1.00 for the six (6) consecutive month period immediately preceding the date of the notice in (a) above and immediately preceding first day of Extension Period and (ii) a cumulative Loan to Value Ratio of at least 75% as of the date of the notice provided in (a) above; (e) no Material Adverse Change - Portfolio has occurred and is continuing; (f) the terms of all Letters of Credit then held by Agent will be extended to a date not less than 30 days beyond the extended Maturity Date; (g) the terms of all Interest Rate Protection Agreements will be extended to a date not less than 30 days beyond the extended Maturity Date; (h) a Notes Resize(s) must have occurred which resizes all the Notes B into the Notes A; and (i) Borrower shall execute such agreements, documents and instruments as Agent may require to effect the Extension Period described herein, and deliver to Agent such consents, resolutions, certificates, estoppels, opinions of legal counsel, updated title report and endorsements to the Loan Policy Agent may require; provided, however, the Second Extension Period will not come into effect unless the First Extension Period shall have been in effect. Additionally, at the commencement of each Extension Period, in the event an individual Facility has a Loan to Value Ratio which is significantly more than 75%, a Lender may request a reallocation (a "REALLOCATION") of the principal amounts Date of the Notes with respect to each Facility to enable each Facility to individually satisfy a 75% Loan to Value Ratio. To effectuate a Reallocation, Borrowers shall execute and deliver new Notes to be extended beyond the Lenders upon return of the old Notes to Borrowers and Schedule 2 attached hereto will be replaced. Borrowers shall also execute such other instruments as Lenders shall reasonably require to effectuate a ReallocationExtension Periods.