Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either: (i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or (ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 2 contracts
Samples: Lease Renewal Agreement (Photomedex Inc), Lease Renewal Agreement (Surgical Laser Technologies Inc /De/)
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Second Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty six (1806) days months prior thereto, and Lessor may terminate this Lease at the end of the Second Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty five (1505) days months prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the then current renewal term or extension term, as the case may be, upon the terms and conditions in force immediately prior to the expiration of the then-current renewal term or extension term, extension term or renewal term as the case may be (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Second Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 2 contracts
Samples: Lease Renewal Agreement (Dataram Corp), Lease Renewal Agreement (Dataram Corp)
Extensions. It is hereby mutually agreed The Borrower may request that in each Bank's Commitment be renewed by providing notice of such requests to the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice Administrative Agent no earlier than 45 days but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) no later than 30 days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice then existing Termination Date (the "Expiration Existing Termination Date")) applicable to such Banks. If a Bank agrees, then it is expressly agreed that Lessorin its individual and sole discretion, by notice to Lessee given renew its Commitment, such Bank (a "Renewing Bank") will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Existing Termination Date applicable to such Bank (but in any event no later than forty-five (45) 20 days after prior to the Expiration Existing Termination Date). If a Bank does not affirmatively notify the Bank in writing of its willingness to renew its Commitment within such time period, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice such Bank shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of deemed to have declined the LeaseBorrower's request. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during Notwithstanding any subsequent extension or renewal terms provision of this Lease. Notwithstanding anything set forth in subparagraph 25(A) Agreement to the contrary, any notice by any Bank of its willingness to renew its Commitment shall be revocable by such Bank in its sole and absolute discretion at any time prior to the date which is 20 days prior to the related Commitment Termination Date then in effect. The Administrative Agent will notify the Borrower, in writing, of each Bank's decision no later than 15 days prior to the Existing Termination Date applicable to such Bank. The Renewing Banks' Commitments will be renewed pursuant to an amendment to this Agreement in form and substance satisfactory to the Renewing Banks, provided that (x) each extension of the Termination Date pursuant to this Section 3.2 shall be for a period of 364 days and (y) any such extension shall only be permitted if more than 50% of the term aggregate Commitments as of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. Termination Date then in effect are extended or otherwise committed to by Renewing Banks and any new Banks. Any Bank that declines the Borrower's request for a Commitment renewal (a "Declining Bank") will have its Commitment terminated on the day previous Existing Termination Date applicable to such Bank (without regard to any renewals by other Banks), unless terminated earlier in accordance with this Agreement. The Borrower will have the right to accept Commitments from Persons acceptable to the 29th anniversary Administrative Agent in an amount up to the amount of the Lease Commencement Date set forth in pre-termination Commitments of any Declining Banks, provided that the LeaseRenewing Banks will have the right to increase their Commitments up to the amount of the Declining Banks' Commitments before the Borrower will be permitted to substitute Persons for the Declining Banks.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Black Hills Corp /Sd/), 364 Day Credit Agreement (Black Hills Corp /Sd/)
Extensions. It is hereby mutually agreed that Notwithstanding anything herein to the contrary, at any time after the Effective Date, and from time to time, the Borrower may request and any Bank may agree to extend the maturity date applicable to all or any portion of its Term Loan or Incremental Term Loan (including any Extended Term Loan) or Revolving Credit Commitment (including any Extended Revolving Credit Commitment) to a date (such date as such Bank and the Borrower shall agree upon being an "Extended Maturity Date") after the Maturity Date or after an Extended Maturity Date, as applicable. Any such extensions under this Section 2.18 shall only require the consent of the Borrower, such Bank, the Administrative Agent (in the event Lessee has case of the Administrative Agent, which consent shall not given the "Preliminary Renewal Notice" as defined in subparagraph 25(Bbe unreasonably withheld, delayed or conditioned), and, solely with respect to any Extended Revolving Credit Commitment, the Swing Lender, the Letter of Credit Issuer and the CAD Fronting Bank (in each case, which consent shall not be unreasonably withheld, delayed or has given conditioned), and this Agreement may be amended accordingly as needed to implement such extension for such Bank, but as conditions to any such extension (i) the Preliminary Renewal Notice but has withdrawn Borrower's request for such extension shall be in a minimum amount of $50,000,000 of Term Loans and Incremental Term Loans or Revolving Credit Commitments, as applicable (or, if less, the sameremaining amount of Term Loans or Revolving Credit Commitments having the same Maturity Date or Extended Maturity Date), Lessee may terminate this Lease at (ii) the end request for such extension and the opportunity to extend its Term Loan, Incremental Term Loan or Revolving Credit Commitment, as applicable, shall be made available pro rata to all Banks holding Term Loans, Incremental Term Loans or Revolving Credit Commitments, as applicable, with the same Maturity Date or Extended Maturity Date, as applicable, (iii) no Default shall have occurred and be continuing as of the Renewal Term and any subsequent renewal term effective date of the extension or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior theretowill result therefrom, and Lessor may terminate this Lease at the end (iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the Renewal Term effective date of such extension (other than representations and any subsequent renewal or extension thereof by giving warranties that relate to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Renta specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as computed in subparagraph 25(C)(iiiof such specific date)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 1 contract
Extensions. It is hereby mutually agreed that Notwithstanding anything herein to the contrary, at any time after the Amendment No. 1 Effective Date, and from time to time, the Borrower may request and any Bank may agree to extend the maturity date applicable to all or any portion of its Term Loan (including any Extended Term Loan) or Revolving Credit Commitment (including any Extended Revolving Credit Commitment) to a date (such date as such Bank and the Borrower shall agree upon being an “Extended Maturity Date”) after the Maturity Date or after an Extended Maturity Date, as applicable; provided that, for the avoidance of doubt, no Bank shall be required to agree to any such extension. Any such extensions under this Section 2.18 shall only require the consent of the Borrower, such Bank, the Administrative Agent (in the event Lessee has case of the Administrative Agent, which consent shall not given the "Preliminary Renewal Notice" as defined in subparagraph 25(Bbe unreasonably withheld, delayed or conditioned), and, solely with respect to any Extended Revolving Credit Commitment, the Swing Lender and the Letter of Credit Issuer (in each case, which consent shall not be unreasonably withheld, delayed or has given conditioned), and this Agreement may be amended accordingly as needed to implement such extension for such Bank, but as conditions to any such extension (i) the Preliminary Renewal Notice but has withdrawn Borrower’s request for such extension shall be in a minimum amount of $50,000,000 of Term Loans or Revolving Credit Commitments, as applicable (or, if less, the sameremaining amount of Term Loans or Revolving Credit Commitments having the same Maturity Date or Extended Maturity Date), Lessee may terminate this Lease at (ii) the end request for such extension and the opportunity to extend its Term Loan or Revolving Credit Commitment, as applicable, shall be made available pro rata to all Banks holding Term Loans or Revolving Credit Commitments, as applicable, with the same Maturity Date or Extended Maturity Date, as applicable, (iii) no Default shall have occurred and be continuing as of the Renewal Term and any subsequent renewal term effective date of the extension or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior theretowill result therefrom, and Lessor may terminate this Lease at the end (iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the Renewal Term effective date of such extension (other than representations and any subsequent renewal or extension thereof by giving warranties that relate to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Renta specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as computed in subparagraph 25(C)(iiiof such specific date)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 1 contract
Extensions. It (a) The Borrower, may once in each calendar year, at its option, by delivering to the Agent an Extension Request, request the Lenders to extend the Term Out Date in respect of the Syndicated Facility and the Operating Facility or either of them for an additional period of one year, provided that this request cannot be made more than 90 days or less than 60 days before the then current Term Out Date applicable to the Lenders (or in the case of the Operating Facility, the Operating Facility Lender). Any Extension Request not delivered as aforesaid shall be ineffective and shall be deemed not to have been given to or received by the Agent or the Lenders for the purpose of this Section 2.2.
(b) Promptly after receipt from the Borrower of an executed Extension Request, the Agent shall deliver to each Syndicated Facility Lender and Operating Facility Lender a copy of such request, and each such Lender shall, within 30 days after receipt of such Extension Request (the “Election Date”), advise the Agent in writing:
(i) whether such Lender will agree to extend the Term Out Date; and
(ii) if such Lender will agree to extend the Term Out Date, the amount, if any, by which such Lender is hereby mutually agreed that prepared to increase its Syndicated Facility Commitment and Operating Facility Commitment in the event Lessee has not given the "Preliminary Renewal Notice" Borrower proposes to assign the Commitments of a Non-Extending Lender (as defined below); provided that if any Lender fails to so advise the Agent by the Election Date, then such Lender shall be deemed to have advised the Agent that it will not agree to extend its Term Out Date. The Agent shall promptly notify the Borrower if any Lender advises that it will not agree to extend the Term Out Date. The Agent shall only extend the Term Out Date under the Syndicated Facility upon the agreement of the Syndicated Facility Lenders holding not less than 662/3% of the aggregate Syndicated Facility Commitments and shall only extend the Term Out Date under the Operating Facility with the consent of the Operating Facility Lender, and any such extension shall apply only to those Lenders which provided their consent to such extension (the “Extending Lenders”). The determination of each Lender whether or not to extend the Term Out Date shall be made by each individual Lender in subparagraph 25(Bits sole discretion. A decision to extend the Term Out Date, or not to extend the Term Out Date, as the case may be, by the Operating Facility Lender in its capacity as a Syndicated Facility Lender, shall bind such Lender in its capacity as the Operating Facility Lender.
(c) As soon as all of the Syndicated Facility Lenders and the Operating Facility Lender have advised, or are deemed to have advised, the Agent whether or not they will be extending the Term Out Date (but in any event within five Banking Days after the Election Date), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease Agent shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) deliver to disregard the Expiration Notice as having no force and effect, whereupon Borrower (with a copy to each such Lender) a written extension signed by the Expiration Notice shall be null and void, ab initio, as if never givenAgent; or
(ii) treat Lessee notify the Borrower that the request for extension has been denied. If the extension is approved but by less than all of the Syndicated Facility Lenders and the Operating Facility Lender, then the Agent shall also advise the Borrower of those Lenders which did not agree to the requested extension (each, a “Non-Extending Lender”), each Non-Extending Lender’s Pro Rata Share of the Loan Indebtedness then outstanding under the Syndicated Facility and the amount, if any, by which each Extending Lender is prepared to increase its Syndicated Facility Commitment and, if applicable, Operating Facility Commitment in the event the Borrower proposes to assign the Commitments of a Non-Extending Lender.
(d) Upon the delivery to the Borrower of a written extension, the current Term Out Date of the Extending Lenders shall be extended for one year and the current Term Out Date for the Non-Extending Lenders will remain unchanged. Concurrently with such extension the Borrower shall (by way of debit by the Agent of the Borrower’s accounts) pay to the Agent, for the benefit of each Extending Lender, an extension fee equal to a certain percentage of each Extending Lender’s Commitment immediately after such extension, which percentage shall be as Holding Overmutually agreed upon by the Lenders and the Borrower prior to any extension pursuant hereto. For greater certainty, this fee is in accordance addition to any fees payable in connection with paragraph 2(Bthe Credit Facilities, including those payable pursuant to fee letter agreements between the Agent and the Borrower or any predecessor thereto.
(e) If an Extension Request is approved but there are Non-Extending Lenders, then:
(i) the Borrower may require any Non-Extending Lender to assign all of its Syndicated Facility Commitment and Operating Facility Commitment and all Loan Indebtedness then owing to such Non-Extending Lender under all of such Credit Facilities and all of its rights, benefits and interests under the Loan Documents that relate to such Credit Facilities (collectively, the “Assigned Interests”) to any Extending Lenders which have agreed to increase their Commitments and to purchase Assigned Interests, and to the extent the Assigned Interests are not transferred to Extending Lenders, other Persons selected by the Borrower and acceptable to the Agent, acting reasonably. Such assignments shall be effective upon execution of Assignment Agreements, upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its share of all Loan Indebtedness being assigned, and upon payment by the relevant assignee (if it is not an Extending Lender) to the Agent (for the Agent’s own account) of the Leaseassignment fee contemplated in Section 15.1(b). All powers granted Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest or obligation in respect of the Credit Facilities so assigned and the assignee thereof shall succeed to Lessor by this Lease shall be exercised the position of such Lender in respect thereof as if the same was an original party hereto in the place and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms stead of this Lease. Notwithstanding anything set forth in subparagraph 25(Asuch Non-Extending Lender; and
(ii) to the contraryextent that the Borrower has not caused any Non-Extending Lender to assign its rights and interests to an Extending Lender or other Person as provided in paragraph (i) above, the Borrower may, subject to the other terms and conditions herein, repay to such Non-Extending Lender all Loan Indebtedness then owing to such Non-Extending Lender under the Syndicated Facility and the Operating Facility, without making corresponding repayment to the Extending Lenders and, upon provision satisfactory to the relevant Non-Extending Lender (acting reasonably) being made for payment at maturity of all outstanding Bankers’ Acceptances accepted by such Lender and Letters of Credit issued by such Lender (or, if so required by such Lender, the term return and cancellation of all outstanding Letters of Credit issued by such Lender), the Borrower may cancel such Lender’s Commitments under the Syndicated Facility and the Operating Facility. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facilities so cancelled and the Total Commitment shall be reduced by the amount of such Lender’s cancelled Commitments.
(f) Clauses (a) through (e) of this Lease is not previously terminated, the term of this Lease Section 2.2 shall end absolutely, without further notice, at 11:59 p.m. on the day previous apply from time to time to permit successive extensions to the 29th anniversary of the Lease Commencement Date set forth in the Leaseapplicable Term Out Date; provided that any Non-Extending Lender shall be excluded from this Section 2.2 with respect to any future extensions.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the this term and any Renewal Term and any subsequent renewal term or extension termExtension Term, by giving to Lessor written notice at least one hundred eighty fifty (180150) days prior thereto, and Lessor may terminate this Lease at the end of the this term and any Renewal Term and any subsequent renewal or extension thereof Extension Term by giving to Lessee written notice at least one hundred fifty twenty (150120) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) yearyear ("Extension Term"), commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term Extension Term or renewal term Renewal Term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice Notice, and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, Lessor shall have the option either:: Certain information in this document denoted by the symbol *** has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ESWW-27 Confidential Treatment Requested by Environmental Solutions Worldwide, Inc.
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Leasehereof. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee as well during any Extension Term or Renewal Term of this Lease as during the Renewal Term, as well as during any subsequent extension or renewal terms of this Leaseoriginal term hereof. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseDate.
Appears in 1 contract
Samples: Lease Agreement (Environmental Solutions Worldwide Inc)
Extensions. It (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Administrative Borrower to all Revolver Lenders within a Facility on a Pro Rata basis (based on the aggregate outstanding principal amount of the Revolver Commitments for such Facility), the Administrative Borrower is hereby mutually agreed permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolver Commitments for the applicable Facility and otherwise modify the terms of such Revolver Commitments for such Facility pursuant to the terms of the relevant Extension Offer (to the extent permitted hereunder) (each, an “Extension”), so long as the following terms are satisfied with respect to any such Extension: (i) each Extension Offer made to any Revolver Lender of any Tranche must be made on the same terms to each Revolver Lender of such Tranche, (ii) each Extension Offer shall provide that the proposed extended Tranche shall have the same terms as the original Revolver Commitments (and related outstandings) for such Facility to be extended, except for (A) the extension of the maturity date, (B) changes to interest rates, fees (including agreements as to additional administrative fees to be paid by the Borrowers), premiums and amortization and (C) changes to covenants and other provisions that are no more favorable to the Lenders of an Extended Tranche than to the existing Revolver Lenders for the applicable Facility (unless such changes are extended for the benefit of the existing Revolver Lenders for the applicable Facility) or that are applicable only to the periods after the then applicable Facility Termination Date (which, in each case, shall be determined by the Administrative Borrower and set forth in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(Brelevant Extension Offer), (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Administrative Borrower and (iv) at no time shall there be Revolver Commitments hereunder (including Revolver Commitments in respect of any Extended Tranche and any original Revolver Commitments) which have more than three (3) different maturity dates, unless otherwise agreed by Agent and the Administrative Borrower. The Revolver Commitments of any Revolver Lender that agrees to an extension with respect to such Revolver Commitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended Tranche”), and the related outstandings, shall be a Revolver Commitment (or has given related outstandings, as the Preliminary Renewal Notice but has withdrawn case may be) with the samesame terms as the original Revolver Commitments (and related outstandings) except as provided above; provided, Lessee may terminate this Lease at that, subject to the end provisions of Section 2 to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a maturity date when there exist Revolver Commitments with a longer maturity date, all Letters of Credit and Swingline Loans for the applicable Facility shall be participated in on a Pro Rata basis by all Lenders with Revolver Commitments for such Facility in accordance with their respective Pro Rata shares of the Renewal Term Revolver Commitments for such Facility and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, all borrowings under Revolver Commitments and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease repayments thereunder shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term be made on a Pro Rata basis (except for (A) payments of interest and fees at different rates on Extended Tranches (and related outstandings) and (B) repayments required upon the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iiimaturity date of the non-extending Revolver Commitments)), and so on from year to year, unless terminated by the giving . Each group of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initioRevolver Commitments, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Termso extended, as well as during the original Revolver Commitments (not so extended), as applicable, shall be considered separate “tranches” (each, a “Tranche”), with any subsequent extension Extended Tranche of Revolver Commitments constituting a separate tranche of Revolver Commitments from the tranche of Revolver Commitments from which they were converted.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.1.8, (i) such Extensions shall not constitute optional or renewal terms mandatory payments or prepayments for purposes of this Lease. Notwithstanding anything set forth Agreement and (ii) no Extension Offer is required to be in subparagraph 25(Aany minimum amount or any minimum increment, provided, that the Administrative Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the contrary, if relevant Extension Offer in the term Administrative Borrower’s sole discretion and which may be waived by the Administrative Borrower) of this Lease is not previously terminated, Revolver Commitments of any or all applicable Tranches be extended. Agent and the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous Lenders hereby consent to the 29th anniversary transactions contemplated by this Section 2.1.8 (including, for the avoidance of the Lease Commencement Date doubt, payment of any interest, fees or premium in respect of any Extended Tranches on such terms as may be set forth in the Leaserelevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.2 and 5.6) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.1.8.
(c) No consent of any Lender or Agent shall be required to effectuate any Extension, other than (A) the consent of each Revolver Lender agreeing to such Extension with respect to its Revolver Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolver Commitments for either Facility, the consent of each applicable Fronting Bank and each applicable Swingline Lender for such Facility (in each case in its sole discretion). All Extended Tranches and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the same Collateral as the applicable Tranche being extended on a pari passu basis with all other Obligations of such Facility under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolver Commitments so extended, permit the repayment of non-extending Loans on the Revolver Commitment Termination Date, and such technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and the Administrative Borrower in connection therewith, in each case on terms consistent with this Section 2.1.8. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and Agent is hereby directed to amend) any Mortgage or other Security Document that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to Agent).
Appears in 1 contract
Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease This Agreement shall automatically be extended for four (4) additional five (5) year terms unless LESSEE terminates it at the end of the Renewal Term and any subsequent renewal then current term or extension term, by giving to Lessor LESSOR written notice of the intent to terminate at least one hundred eighty (180) days 3 months prior thereto, and Lessor may terminate this Lease at to the end of the Renewal Term then current term. The initial term and all extensions shall be collectively referred to herein as the “Term”. LESSOR covenants and agrees that the LESSEE, on paying the rent herein reserved, and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of the LESSEE to be kept, observed and performed, shall during the term hereby granted, peaceably and quietly have, hold and enjoy the demised premises for the full term of years in this lease. The leasehold premises are leased by LESSOR and accepted by LESSEE as business properties intended to be used for any subsequent renewal legal business use; nevertheless, the LESSOR makes no representation, warranty, or extension thereof by giving guarantee to Lessee written notice at least one hundred fifty (150) days prior thereto (each the LESSEE as to the suitability of the leased premises for any particular use. Further, LESSOR makes no representation, warranty, or guarantee to the LESSEE concerning the condition of the property or otherwise of the leased premises, or concerning any other conditions which may interfere with or limit the proposed use and enjoyment of the lease premises. LESSEE acknowledges that LESSEE has been afforded an "Expiration Notice"); but in default of an Expiration Notice given by either party opportunity to inspect the leased premises and accepts the same in the manner provided hereincondition in which LESSEE found it. LESSOR hereby grants LESSEE the non-exclusive easement for ingress and egress from a public right-of-way, this Lease shall continue for an extension term of one (1) year7 days a week, commencing 24 hours a day, over the day after Property to and from the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except Premises for the Minimum Annual Rentpurpose of installation, operation and maintenance of LESSEE’s communications equipment over or along a 30 foot wide right-of-way (“Easement”), which shall be as computed in subparagraph 25(C)(iii))depicted on Exhibit “B”. LESSOR further grants the Easement for the installation, operation and so on from year to yearmaintenance of wires, unless terminated by the giving of an Expiration Notice within the times cables, conduits and in the manner aforesaidpipes for all necessary electrical, telephone, fiber and other similar support services. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessornecessary, by notice LESSOR agrees to Lessee given no later than forty-five (45) days after grant LESSEE or the Expiration Dateprovider the right to install such services on, shall have through, over and/or under the option either:
(i) to disregard Property, provided the Expiration Notice as having no force and effect, whereupon the Expiration Notice location of such services shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor reasonably approved by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this LeaseLESSOR. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease Premises shall end absolutely, without further notice, at 11:59 p.m. on the day previous include such additional space sufficient for LESSEE’s radio frequency signage and/or barricades as are necessary to the 29th anniversary of the Lease Commencement Date set forth ensure LESSEE’s compliance with Laws (as defined in the LeaseParagraph 27).
Appears in 1 contract
Samples: Lease Agreement
Extensions. It is hereby mutually agreed that (a) At any time prior to the Maturity Date (the unextended Maturity Date being referred to in this Section 2.7 as, an “Extension Date”) but not more than once per calendar year, the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B)Borrower may, or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end subject to satisfaction of the Renewal Term and any subsequent renewal term or extension termconditions precedent for an Accommodation set forth in Section 12.2, by giving deliver to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue Administrative Agent a request for an extension term of one (1) year, commencing the day Extension Date for a period of up to 4 years after the expiration then applicable Extension Date (the “Extension Request”); provided that the Borrower may withdraw an Extension Request, even if the Majority Lenders have already consented to such Extension Request, by notice in writing delivered to the Administrative Agent not later than the close of business on the current term, upon the terms and conditions in force immediately third Banking Day prior to the expiration Extension Date. The Administrative Agent shall promptly notify the Lenders of its receipt of any Extension Request, with particulars thereof. Extension Request, with particulars thereof. Within 30 days after the Administrative Agent has notified a Lender of its receipt of an Extension Request, such Lender shall notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request (which election to extend or not extend shall be made by each such Lender in its sole and absolute discretion). Any failure by any Lender to notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request shall be deemed to be a refusal to extend the Extension Date. Unless the Extension Request has been withdrawn by the Borrower in accordance with the proviso above, if the Majority Lenders approve in writing the extension of the then-current termExtension Date requested in such Extension Request, extension term or renewal term (except the Extension Date shall automatically and without any further action by any Person be extended for the Minimum Annual Rentperiod specified in such Extension Request; provided that if an Extension Request has been made, but there are one or more Lenders which shall be as computed do not consent in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same writing to the condition required in this Lease on or before Extension Request within 35 days after receipt of the date designated in notice of the Expiration Notice Extension Request from the Administrative Agent (the "Expiration Date"a “Non-Extending Lender”), then it is expressly agreed that Lessorthe Borrower shall be entitled to choose one of the following options, by notice to Lessee given no and the Borrower shall notify the Administrative Agent of its choice not later than forty-five (45) 10 days after prior to the Expiration Extension Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice Loans of any Non-Extending Lender shall be null repaid on the applicable Maturity Date (without giving effect to the extension requested in such Extension Request, with respect to the Non-Extending Lender only);
(ii) at the sole expense of the Borrower, upon notice to such Lender and voidthe Administrative Agent, ab initiothe Individual Commitment of any Non-Extending Lender shall be assigned to (and assumed by) an Eligible Assignee upon payment by the assignee to the Non-Extending Lender of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to the Non-Extending Lender hereunder, provided that (i) such assignment does not conflict with any Applicable Law, and (ii) any assignee which becomes a Lender as if never givena result of such an assignment shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be a Non-Extending Lender; or
(iiiii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during Borrower may withdraw the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Leaseapplicable Extension Request.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in (a) Borrower shall have two (2) options to extend the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end term of the Renewal Term and any subsequent renewal Loans (but not the term of only the Project Loan or extension term, by giving to Lessor written notice at least one hundred eighty only the Building Loan) for six (1806) days prior thereto, and Lessor may terminate this Lease at months each upon the end satisfaction of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the following terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option eitherconditions:
(i) not less than sixty (60) days before the Maturity Date, Borrower shall have given Agent notice of its election to disregard extend the Expiration Notice as having no force term of the Loans pursuant to this Section 3.19(a) and effect, whereupon Section 3.19(a) of the Expiration Notice Building Loan Agreement (the date on which such notice shall be null and void, ab initio, given being hereinafter referred to as if never given; orthe “Extension Option Exercise Date”);
(ii) treat Lessee on the Extension Option Exercise Date and through and including the Maturity Date, no monetary Event of Default shall exist;
(iii) Borrower shall pay the Extension Fee on or before the Maturity Date;
(iv) Core and Shell Completion shall have been achieved by the date which is fifteen (15) days prior to the Maturity Date (the “Measuring Date”) and a temporary certificate of occupancy (which may be a zero occupancy or core and shell certificate of occupancy) shall have been issued for the Project on or before the Measuring Date;
(v) as Holding Overof the Measuring Date, the Pro Forma Debt Service Coverage Ratio (calculated after giving effect to the payment made pursuant to clause (6) of Section 7.46(a) hereof) shall be equal to or greater than 1.30:1.0, provided that, for purposes of this clause (vi), only Approved Leases with respect to which Rents are being paid as of the Measuring Date shall be included for purposes of calculating Pro Forma Operating Income;
(vi) the NYTC Units Redemption shall have occurred on or before the Measuring Date; and
(vii) the ratio, expressed as a percentage, of the Remaining Loan Amount as of the Maturity Date to the Appraised Value (as shown in a new appraisal by the appraiser that performed the Appraisal or any other “MAI” appraiser selected by Agent or an update to the Appraisal, in accordance with paragraph 2(Beither case dated as of a date no earlier than sixty (60) days prior to the Measuring Date) shall be equal to or less than fifty-five percent (55%). If the conditions under this Section 3.19(a) are met, then the reference to the Original Maturity Date in the definition of Maturity Date (or such later date that has replaced the Original Maturity Date in said definition as a result of the Lease. All powers granted to Lessor by this Lease application of the last sentence of Section 3.19(b) hereof) shall be exercised deemed deleted and all obligations imposed upon Lessee by this Lease replaced with a reference to a date that is the six-month anniversary of the Original Maturity Date (or such later date) (in the case of the first option) (such date, the “First Extended Maturity Date”) or the date that is the six-month anniversary of the First Extended Maturity Date (or such later date that has replaced the First Extended Maturity Date in said definition as a result of the application of the last sentence of Section 3.19(b) hereof)(in the case of the second option) (the “Second Extended Maturity Date”). Such extension shall be performed by Lessee during on the Renewal Term, as well as during any subsequent extension or renewal same terms of and conditions contained in this Lease. Notwithstanding anything set forth in subparagraph 25(AAgreement except (x) to the contraryextent expressly provided to the contrary herein, and (y) if the first extension has occurred, Borrower shall only have the right to one (1) remaining six-month extension pursuant to this Section 3.19(a) and if the second extension has occurred, Borrower shall have no further right to extend the term of the Loans pursuant to this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseSection 3.19(a).
Appears in 1 contract
Extensions. It is hereby mutually agreed that If the Seller shall be unable to give title to or to make the assignment or other transfer of the Seller's interest in any Facility (and the applicable portion of the Property relating thereto), or, if applicable, the equity interests in the event Lessee has not given Single Purpose Entity that leases (or owns) such Facility, or to deliver possession of such Facility (and the "Preliminary Renewal Notice" as defined in subparagraph 25(Bapplicable portion of the Property relating thereto), all as herein stipulated, or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease if at the end time of applicable Closing, the condition of such Facility (and the applicable portion of the Renewal Term and Property relating thereto) or any subsequent renewal term applicable Single Purpose Entity does not conform with the provisions hereof, or extension termif all of the applicable Closing Conditions precedent to the Buyer's obligation to consummate such Closing shall not have been satisfied by the applicable Closing Date, by giving the Buyer shall so notify the Seller on or prior to Lessor written notice at least the date originally set forth in the applicable Election Notice as such Closing Date; whereupon, in order to allow the Seller to so perform or for such Closing Conditions to be satisfied, such Closing Date shall be extended for a period not to exceed one hundred eighty (180) days prior theretodays, but, in no event beyond the Termination Date (unless, in the event of a Casualty or Condemnation, the Buyer elects to extend such Closing Date beyond the Termination Date in order to allow the Seller sufficient time to comply with the provisions of Section 8.22 and Lessor may terminate this Lease at 8.23 hereof). During such extended period of time, the end Seller shall use diligent efforts to remove any defects in title, or to make the applicable Facility (and the applicable portion of the Renewal Term Property relating thereto) conform with the provisions hereof, or to cause such Closing Conditions to be satisfied. In the event that, as of such original Closing Date, the Buyer has been unable to obtain the applicable Buyer's Transfer Approvals, then, during such extended period of time, the Buyer shall use diligent efforts to obtain the applicable Buyer's Transfer Approvals. The Buyer shall have the election at either the original or extended time for performance, to accept such title to the applicable Facility (and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration applicable portion of the current termProperty relating thereto) or, upon if applicable, the Single Purpose Entity that leases (or owns) such Facility, as the Seller can deliver (in its then condition) and to pay therefor the applicable Facility Purchase Price without deduction, in which case, the Seller shall convey such title, except that (a) if the Facility (or any portion of the Property relating thereto) shall be damaged by any insured Casualty, then subject to the terms and conditions in force immediately prior under any applicable Lease Documents or Future Financing Documents assumed by the Buyer at the applicable Closing, the Seller shall pay over or assign to the expiration Buyer, at the applicable Closing, all amounts recovered or recoverable by the Seller on account of such insurance and (b) if any part of the thenProperty relating to the applicable Facility has been taken or condemned by any action of a Governmental Authority or quasi-current termgovernmental authority or damaged by action of any Governmental Authority, extension term then subject to the terms and conditions under any applicable Lease Documents or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated Future Financing Documents assumed by the giving of an Expiration Notice within Buyer at the times and in applicable Closing, the manner aforesaid. In the event that Lessee Seller shall pay over or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same assign to the condition required in this Lease Buyer, at such Closing, all damage awards recovered or recoverable by the Seller for such condemnation or damage. If on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Closing Date, as it may be extended hereunder, the Seller, having used such efforts, is unable to cure said defects or make the Facility (or any portion of the Property relating thereto) or any Single Purpose Entity conform to the requirements hereof or if all of the applicable Closing Conditions precedent to the Buyer's obligations hereunder are not satisfied, then, the Buyer shall have the option either:
right to terminate its prior exercise of the Buyer's Call Right (ior, if applicable, the Seller's prior exercise of its Put Right) relating to disregard the Expiration Notice as having no force and effectapplicable Facility; in which event, whereupon if, without taking into account the Expiration Notice Facility which was to be the subject of the Closing that was not consummated, (x) two (2) or more Facilities remain the subject of this Agreement, the Additional Option Payment shall be null refunded to the Buyer, (y) one Facility remains the subject of this Agreement, the Additional Option Payment plus one-half (1/2) of the Initial Option Payment shall be refunded to the Buyer and void(z) there is no Facility which remains the subject of this Agreement, ab initiothe remaining portion of the Total Option Payment that has not previously been applied to any Facility Purchase Price paid hereunder shall be refunded to the Buyer. Upon, as if never given; or
(ii) treat Lessee as Holding Over, the refund of the applicable portion of the Total Option Payment to the Buyer in accordance with paragraph 2(Bthe foregoing clauses (x), (y) or (z), the Buyer's rights and the Seller's obligations with respect to such Facility (and the applicable portion of the Lease. All powers granted Property relating thereto) and any Single Purpose Entity that leases (or owns) such Facility shall terminate and neither party hereto shall have any further rights or remedies hereunder with respect thereto, except as otherwise specifically provided herein to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during survive the Renewal Term, as well as during any subsequent extension or renewal terms termination of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseAgreement.
Appears in 1 contract
Extensions. It (a) The Borrower may, at its option, by delivering to the Agent an Extension Request, request the Lenders to extend the Maturity Date in respect of the Syndicated Facility and the Operating Facility or either of them for an additional period of up to three years, provided that this request cannot be made more than 90 days or less than 60 days before May 31 of each year. Any such Extension Request must provide that the requested Maturity Date of all Extending Lenders be the same and that the requested Maturity Date not exceed three years from May 31 of the year in which such Extension Request is hereby mutually agreed that made. Any Extension Request not delivered as aforesaid shall be ineffective and shall be deemed not to have been given to or received by the Agent or the Lenders for the purpose of this Section 2.2.
(b) Promptly after receipt from the Borrower of an executed Extension Request, the Agent shall deliver to each Syndicated Facility Lender and Operating Facility Lender a copy of such request, and each such Lender shall, within 30 days after receipt of such Extension Request (the “Election Date”), advise the Agent in writing:
(i) whether such Lender will agree to extend the Maturity Date; and
(ii) if such Lender will agree to extend the Maturity Date, the amount, if any, by which such Lender is prepared to increase its Syndicated Facility Commitment and Operating Facility Commitment in the event Lessee has not given the "Preliminary Renewal Notice" Borrower proposes to assign the Commitments of a Non-Extending Lender (as defined below); provided that if any Lender fails to so advise the Agent by the Election Date, then such Lender shall be deemed to have advised the Agent that it will not agree to extend its Maturity Date. The Agent shall promptly notify the Borrower if any Lender advises that it will not agree to extend the Maturity Date. The Agent shall only extend the Maturity Date under the Syndicated Facility upon the agreement of the Majority Lenders (determined in subparagraph 25(Brespect of the Syndicated Facility only) and shall only extend the Maturity Date under the Operating Facility with the consent of the Operating Facility Lender, and any such extension shall apply only to those Lenders which provided their consent to such extension (the “Extending Lenders”). The determination of each Lender whether or not to extend the Maturity Date shall be made by each individual Lender in its sole discretion. A decision to extend the Maturity Date, or not to extend the Maturity Date, as the case may be, by the Operating Facility Lender in its capacity as a Syndicated Facility Lender, shall bind such Lender in its capacity as the Operating Facility Lender.
(c) As soon as all of the Syndicated Facility Lenders and the Operating Facility Lender have advised, or are deemed to have advised, the Agent whether or not they will be extending the Maturity Date (but in any event within five Banking Days after the Election Date), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease Agent shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) deliver to disregard the Expiration Notice as having no force and effect, whereupon Borrower (with a copy to each such Lender) a written extension signed by the Expiration Notice shall be null and void, ab initio, as if never givenAgent; or
(ii) treat Lessee notify the Borrower that the request for extension has been denied. If the extension is approved but by less than all of the Syndicated Facility Lenders and the Operating Facility Lender, then the Agent shall also advise the Borrower of those Lenders which did not agree to the requested extension (each, a “Non-Extending Lender”), each Non-Extending Lender’s Pro Rata Share of the Loan Indebtedness then outstanding under the Syndicated Facility and the amount, if any, by which each Extending Lender is prepared to increase its Syndicated Facility Commitment and, if applicable, Operating Facility Commitment in the event the Borrower proposes to assign the Commitments of a Non-Extending Lender.
(d) Upon the delivery to the Borrower of a written extension, the current Maturity Date of the Extending Lenders shall be extended for up to three years as Holding Overspecified in such written extension and the current Maturity Date for the Non-Extending Lenders will remain unchanged. Concurrently with such extension the Borrower shall (by way of debit by the Agent of the Borrower’s accounts) pay to the Agent, for the benefit of each Extending Lender, an extension fee equal to a certain percentage of each Extending Lender’s Commitment immediately after such extension, which percentage shall be as mutually agreed upon by the Lenders and the Borrower prior to any extension pursuant hereto. For greater certainty, this fee is in accordance addition to any fees payable in connection with paragraph 2(Bthe Credit Facilities, including those payable pursuant to fee letter agreements between the Agent and the Borrower or any predecessor thereto.
(e) If an Extension Request is approved but there are Non-Extending Lenders, then:
(i) the Borrower may require any Non-Extending Lender to assign all of its Syndicated Facility Commitment and Operating Facility Commitment and all Loan Indebtedness then owing to such Non-Extending Lender under all of such Credit Facilities and all of its rights, benefits and interests under the Loan Documents that relate to such Credit Facilities (collectively, the “Assigned Interests”) to any Extending Lenders which have agreed to increase their Commitments and to purchase Assigned Interests, and to the extent the Assigned Interests are not transferred to Extending Lenders, other Persons selected by the Borrower and acceptable to the Agent, acting reasonably. Such assignments shall be effective upon execution of Assignment Agreements, upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its share of all Loan Indebtedness being assigned, and upon payment by the relevant assignee (if it is not an Extending Lender) to the Agent (for the Agent’s own account) of the Leaseassignment fee contemplated in Section 15.1(b). All powers granted Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest or obligation in respect of the Credit Facilities so assigned and the assignee thereof shall succeed to Lessor by this Lease shall be exercised the position of such Lender in respect thereof as if the same was an original party hereto in the place and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms stead of this Lease. Notwithstanding anything set forth in subparagraph 25(Asuch Non-Extending Lender; and
(ii) to the contraryextent that the Borrower has not caused any Non-Extending Lender to assign its rights and interests to an Extending Lender or other Person as provided in paragraph (i) above, the Borrower may, subject to the other terms and conditions herein, repay to such Non-Extending Lender all Loan Indebtedness then owing to such Non-Extending Lender under the Syndicated Facility and the Operating Facility, without making corresponding repayment to the Extending Lenders and, upon provision satisfactory to the relevant Non-Extending Lender (acting reasonably) being made for payment at maturity of all outstanding Bankers’ Acceptances accepted by such Lender and Letters of Credit issued by such Lender (or, if so required by such Lender, the term return and cancellation of all outstanding Letters of Credit issued by such Lender), the Borrower may cancel such Lender’s Commitments under the Syndicated Facility and the Operating Facility. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facilities so cancelled and the Total Commitment shall be reduced by the amount of such Lender’s cancelled Commitments.
(f) Clauses (a) through (e) of this Lease is not previously terminated, the term of this Lease Section 2.2 shall end absolutely, without further notice, at 11:59 p.m. on the day previous apply from time to time to permit successive extensions to the 29th anniversary of the Lease Commencement Date set forth in the Leaseapplicable Maturity Date; provided that any Non-Extending Lender shall be excluded from this Section 2.2 with respect to any future extensions.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in The Sub-subtenant shall have the event Lessee has not given option to extend the "Preliminary Renewal Notice" as defined in subparagraph 25(B)Term for two (2) periods of three (3) years each (collectively, or has given the Preliminary Renewal Notice but has withdrawn “Extension Terms”, and each an “Extension Term”) upon giving the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor Sub-sublandlord written notice at least one hundred eighty of its election to extend the Term or the first Extension Term, as applicable, no more than twelve (18012) days prior thereto, months and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty no less than six (1506) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately months prior to the expiration of the then-current term, Term or any renewal or extension term or renewal term (except for the Minimum Annual Rent, which thereof. Each Extension Term shall be upon the same terms and conditions as computed are contained in subparagraph 25(C)(iiithe Sub-sublease, except that:
(a) during the first Extension Term, there shall be only one (1) option to extend left and during the second Extension Term there shall be no further option to extend pursuant to this Section 3.3;
(b) the Sub-subtenant shall accept the Premises on an as-is basis;
(c) there shall be no fixturing period or other period of rent-free occupancy, or requirement on the Sub-sublandlord’s part to do any Sub-sublandlord’s work or pay to the Sub-subtenant any improvement allowance, inducement, loan or other amount in connection with this Sub-sublease or improvements installed in the Premises;
(d) if the Sub-sublandlord requires, the Sub-subtenant will promptly execute an extension agreement prepared by the Sub-sublandlord, at the Sub-subtenant’s expense, giving effect to the applicable Extension Term;
(e) for each Extension Term, the Basic Rent shall be mutually agreed upon between the Sub-sublandlord and the Sub-subtenant, each acting reasonably and in good faith, based upon the then current fair market rate for premises of comparable type, age, location and condition (without taking into consideration the value of any leasehold improvements installed by the Sub-subtenant at its cost). If the parties cannot agree on the new Basic Rent not less than three (3) months prior to the commencement of the applicable Extension Term, the new Basic Rent shall be determined by binding arbitration in accordance with the Arbitrations Act, 1991 (Ontario). If the Basic Rent has not been determined by the commencement of the applicable Extension Term, the Sub-subtenant shall pay Basic Rent at the rate applicable to the immediately preceding year of the Term or the first Extension Term, as applicable, and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) ten days after the Expiration DateBasic Rent for the then current Extension Term is determined, the parties shall have adjust any amount retroactively owing from the option either:commencement of the applicable Extension Term. Under no circumstances shall the Basic Rent in any Extension Term be less than the Basic Rent in the year immediately preceding the commencement of such Extension Term; and
(if) to disregard for each Extension Term, the Expiration Notice Additional Rent Cap (as having no force and effect, whereupon the Expiration Notice defined below) shall be null mutually agreed upon between the Sub-sublandlord and voidthe Sub-subtenant, ab initioeach acting reasonably and in good faith, as if never given; or
based upon the then actual operating costs referenced in Section 4.2(a) for premises of comparable type, age, location and condition (iiwithout taking into consideration the value of any leasehold improvements installed by the Sub-subtenant at its cost). If the parties cannot agree on the new Additional Rent Cap not less than three (3) treat Lessee as Holding Over, in accordance with paragraph 2(B) months prior to the commencement of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal applicable Extension Term, the parties agree that there shall not be an Additional Rent Cap applicable to such Extension Term until such time as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth the parties agree, each acting reasonably and in subparagraph 25(A) to the contrarygood faith, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Leasenew Additional Rent Cap.
Appears in 1 contract
Extensions. It Provided Tenant is hereby mutually agreed that not in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate default under this Lease at the end time same is exercised, Tenant shall have two (2) successive options to extend the initial Lease term demised hereunder (hereinafter in this Section 3.3, the "Original Term") for consecutive 5-year extension periods (each, an "Extension Term"). Such first Extension Term, if exercised, would start on the next day following the last day of the Renewal Original Term, and end on the date which is the fifth anniversary of the last day of such Original Term, and such second Extension Term, if exercised, would start on the next day following the last day of the first Extension Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180end on the fifth anniversary thereof. Such extension(s) days prior thereto, and Lessor may terminate this Lease at would be on the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the same terms and conditions as are set forth in force the Lease, except that, during such Extension Term(s): (i) Tenant's annual rate of Fixed Rent shall be as provided in Section 3.3(b) immediately following; (ii) there shall be no free Fixed Rent periods; (iii) there shall be no fit-up or construction or other work or concessions relating to preparing the Demised Premises for Tenant's occupancy; and (iv) there shall be no further option(s) to extend. The exercise of such option(s) to extend the Original Term must be accomplished as follows: not later than the date which is twelve (12) months prior to the expiration last day of the then-current term, extension term Original Term (time being of the essence) or renewal term twelve (except for 12) months prior to the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)last day of the first Extension Term (time being of the essence), as applicable, Tenant, if it wishes to exercise such option, must clearly, irrevocably and so on from unconditionally notify Landlord in writing that Tenant elects to extend for such 5-year Extension Term, or be deemed to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaidhave waived Tenant's option(s) to extend. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same Notwithstanding anything to the condition required contrary contained in this Lease on or before the date designated in the Expiration Notice Lease: (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45A) days after the Expiration Date, shall have the option either:
(iTenant's option(s) to disregard extend shall apply only with respect to the Expiration Notice entire Demised Premises as having no force then constituted, and effectnot to a portion or portions of the Demised Premises as then constituted; (B) if Tenant fails to properly and timely exercise its option(s) to extend hereunder, whereupon the Expiration Notice said option(s) shall be null and void; (C) Tenant's option(s) to extend shall be personal to the Tenant named herein or to such named Tenant's Affiliate only, ab initioand shall not be transferred or assigned to any other party (except as otherwise may be expressly permitted under this Lease); and (D) Tenant must be in occupancy of all of the Demised Premises, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of then constituted under this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary time of the Lease Commencement Date set forth in the LeaseTenant's exercise of such option(s).
Appears in 1 contract
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease This Agreement shall automatically be extended for four (4) additional five (5) year terms unless LESSEE terminates it at the end of the Renewal Term and any subsequent renewal then current term or extension term, by giving to Lessor LESSOR written notice of the intent to terminate at least one hundred eighty (180) days 3 months prior thereto, and Lessor may terminate this Lease at to the end of the Renewal Term then current term. The initial term and all extensions shall be collectively referred to herein as the “Term”. LESSOR covenants and agrees that the LESSEE, on paying the rent herein reserved, and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of the LESSEE to be kept, observed and performed, shall during the term hereby granted, peaceably and quietly have, hold and enjoy the demised premises for the full term of years in this lease. The leasehold premises are leased by XXXXXX and accepted by LESSEE as business properties intended to be used for any subsequent renewal legal business use; nevertheless, the LESSOR makes no representation, warranty, or extension thereof by giving guarantee to Lessee written notice at least one hundred fifty (150) days prior thereto (each the LESSEE as to the suitability of the leased premises for any particular use. Further, XXXXXX makes no representation, warranty, or guarantee to the LESSEE concerning the condition of the property or otherwise of the leased premises, or concerning any other conditions which may interfere with or limit the proposed use and enjoyment of the lease premises. XXXXXX acknowledges that XXXXXX has been afforded an "Expiration Notice"); but in default of an Expiration Notice given by either party opportunity to inspect the leased premises and accepts the same in the manner provided hereincondition in which XXXXXX found it. LESSOR hereby grants LESSEE the non-exclusive easement for ingress and egress from a public right-of-way, this Lease shall continue for an extension term of one (1) year7 days a week, commencing 24 hours a day, over the day after Property to and from the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except Premises for the Minimum Annual Rentpurpose of installation, operation and maintenance of LESSEE’s communications equipment over or along a 30 foot wide right-of-way (“Easement”), which shall be as computed in subparagraph 25(C)(iii))depicted on Exhibit “B”. LESSOR further grants the Easement for the installation, operation and so on from year to yearmaintenance of wires, unless terminated by the giving of an Expiration Notice within the times cables, conduits and in the manner aforesaidpipes for all necessary electrical, telephone, fiber and other similar support services. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessornecessary, by notice XXXXXX agrees to Lessee given no later than forty-five (45) days after grant LESSEE or the Expiration Dateprovider the right to install such services on, shall have through, over and/or under the option either:
(i) to disregard Property, provided the Expiration Notice as having no force and effect, whereupon the Expiration Notice location of such services shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor reasonably approved by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this LeaseXXXXXX. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease Premises shall end absolutely, without further notice, at 11:59 p.m. on the day previous include such additional space sufficient for LESSEE’s radio frequency signage and/or barricades as are necessary to the 29th anniversary of the Lease Commencement Date set forth ensure LESSEE’s compliance with Laws (as defined in the LeaseParagraph 27).
Appears in 1 contract
Samples: Lease Agreement
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty six (1806) days months prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty twelve (15012) days months prior thereto (each an "“Expiration Notice"”); but in default of an a timely Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, year (“Extension Term”) commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term Extension Term, or renewal term Renewal Term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii25(C)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. Provided, however: that if Lessor shall have given notice to Lessee, (an “Amendment Notice”) at any time prior to the expiration of any term hereby created of its intention to change any of the terms and conditions of this Lease and Lessee shall not within ten (10) days from such Amendment Notice notify Lessor, by Expiration Notice, of Lessee’s intention to vacate the Premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in the Amendment Notice for a further term of one year, as above provided, or for such longer further term as HXXXXX MANAGEMENT COMPANY AMERICAN BANK NOTE HOLOGRAPHICS, INC. October 9, 2002/kat may be stated in the Amendment Notice. In the event that Lessee or Lessor shall have given an a valid and timely Expiration Notice Notice, and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in end of the Expiration Notice term hereof (the "“Expiration Date"”), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, Lessor shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B2(C) of the Leasehereof. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee as well during any Holding Over, Extension Term, or Renewal Term as during the Renewal Term, as well as during any subsequent extension or renewal terms of this Leaseoriginal term hereof. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseDate.
Appears in 1 contract
Samples: Lease Agreement (American Bank Note Holographics Inc)
Extensions. It is hereby mutually agreed that Owner agrees (i) to use its reasonable efforts to extend, whether by exercise of any option, renegotiation or otherwise, the term of any Land Lease, irrespective of the term stated in the event Lessee has applicable SLA, (ii) to not given the "Preliminary Renewal Notice" as defined knowingly engage in subparagraph 25(B)acts or omissions which could reasonably be expected to give rise to a breach of a Land Lease or cause a Lessor to seek termination of any Land Lease, (iii) not to agree to any amendment of a Land Lease which adversely affects Indosat, imposes any additional obligation on Indosat, removes, modifies or otherwise detracts from any right of Indosat, or has given otherwise xxxxx Indosat’s interest under this MLA or an applicable SLA, in each case in any material respect, (iv) to exercise its reasonable efforts to ensure the Preliminary Renewal Notice but has withdrawn renewal of each Land Lease prior to its expiry where the same, Lessee may terminate this Lease at SLA is to continue beyond the end of the Renewal Term term of the Land Lease, and (v) to maintain each Land Lease, and not to terminate any subsequent renewal Land Lease prior to its expiry without Indosat’s prior written consent. In the event a Land Lease is set to terminate or expire despite Owner’s reasonable efforts to extend such Land Lease, or is amended in a manner that adversely affects Indosat or xxxxx Indosat’s interest in any material respect, during the term of the applicable SLA, (A) Owner shall notify Indosat in writing promptly, and in any event no less than ninety (90) days prior to such termination, expiry or extension termamendment of the Land Lease for any Site (unless Owner first becomes aware of such termination, by giving to Lessor written notice at least one hundred eighty expiry or amendment less than ninety (18090) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee in which case written notice at least one hundred fifty shall be provided promptly and in any event within three (1503) days prior thereto of Owner so becoming aware), (each an "Expiration Notice"); but B) Indosat shall be entitled to terminate the SLA for such Site upon written notice to Owner, and such termination shall be effective on the earlier of (x) the date set forth in default Indosat’s termination notice and (y) the date of an Expiration Notice given by either party in the manner provided hereinexpiry, this termination or amendment of such Land Lease shall continue for an extension term of one (1) year, commencing the day if after the expiration date of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)Indosat’s notice), and so on from year (C) Indosat may elect to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, exercise its Mandatory Relocation Right in accordance with paragraph 2(B) the provisions of Article IX hereof, unless Owner exercises Owner’s Relocation Right in accordance with the Lease. All powers granted provisions of Section 9.1(a), and pursuant thereto causes Indosat to Lessor by this Lease relocate its Installed Equipment to an Equivalent Site or, at Indosat’s election, another Mandatory Replacement Site; and in either such case, Owner shall be exercised responsible for the Transfer Costs associated with the removal, relocation and all obligations imposed upon Lessee by this Lease reinstallation of Indosat’s Installed Equipment, provided that Owner shall not be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) responsible for such Transfer Costs where Indosat elects to the contrary, if the term of this Lease terminate an SLA for a Site that is not previously terminatedat the time of such termination, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Leasean Impaired Site .
Appears in 1 contract
Extensions. It is hereby mutually agreed that in (a) The Borrower may, at any time or from time to time but not more than twice during the event Lessee has not given term of this Agreement, by written notice to the "Preliminary Renewal Notice" as defined in subparagraph 25(BPaying Agent (which shall promptly deliver a copy to each of the Lenders), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) not less than 30 days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration Maturity Date at any time in effect, request (each, a “Maturity Date Extension Request”) that the Lenders extend the Maturity Date for an additional one-year period (each, an “Extension”); provided that after giving effect to any such Extension, the period of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same time remaining prior to the condition required in this Lease on or before Maturity Date (as so extended) shall not exceed five years from the effective date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessorof such Extension. Each Lender shall, by notice to Lessee the Borrower and the Paying Agent given no not later than forty-five (45) days the 20th day after the Expiration date of the Paying Agent’s receipt of the Maturity Date Extension Request, advise the Borrower and the Paying Agent whether or not it agrees to the requested Extension (each Lender agreeing to a requested Extension being called an “Extending Lender”, and each Lender declining to agree to a requested Extension being called a “Non-Extending Lender”). Any Lender that has not so advised the Borrower and the Paying Agent by such day shall be deemed to have declined to agree to the requested Extension and shall be a Non-Extending Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, solely as to the Extending Lenders, be extended by one year to the anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of each Non-Extending Lender shall terminate on the Maturity Date in effect prior to giving effect to the applicable Extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall have also make such other prepayments of the option either:
Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, (i) to disregard the Expiration Notice as having no force Lender’s Revolving Exposure shall exceed such Lender’s Revolving Commitment and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Overthe Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment.
(b) An Extension shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, in accordance with paragraph 2(Beach applicable Extending Lender and the Paying Agent; provided that no Extension Agreement shall become effective unless (i) at the time of effectiveness of such Extension and after giving effect thereto (A) no Default shall have occurred and be continuing or would result therefrom and (B) the representations and warranties of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything Borrower set forth in subparagraph 25(A) Article III are true and correct in all material respects, in each case, on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case to the contraryeffect that such representation and warranty is true and correct in all material respects on and as of such prior date, if and (ii) the term of this Lease is not previously terminated, the term of this Lease Borrower shall end absolutely, without further notice, at 11:59 p.m. on the day previous have delivered to the 29th anniversary Paying Agent (A) a certificate of a Responsible Officer of the Lease Commencement Date Borrower confirming the satisfaction of the conditions set forth in clauses (i)(A) and (i)(B) above and (B) such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested (consistent in all material respects with the Leasedocuments delivered on the Effective Date under Section 4.01) by the Paying Agent in connection therewith. The Paying Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Paying Agent and the Borrower, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Revolving Loans and/or Revolving Commitments of the Extending Lenders as the same Class as the existing Revolving Loans and Revolving Commitments or as a new Class of Loans and/or Commitments hereunder (including for purposes of prepayments and voting and to enable such new Class of Loans and/or Commitments to be extended under this Section); provided that (i) the borrowing and repayment (except for repayments required upon the maturity and repayments made in connection with a permanent repayment and termination of the applicable Commitments) of Loans under the Commitments of such new Class and the remaining Revolving Commitments shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments (and the applicable Extension Agreement shall contain reallocation and cash collateralization provisions, in form and substance reasonably satisfactory to the Paying Agent and the Borrower, with respect to Letters of Credit and Swingline Loans outstanding on the Maturity Date) and (iii) the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued by any Issuing Bank or Swingline Loans, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable. The Paying Agent agrees that its consent to any amendment to this Agreement or any other Loan Document as contemplated above, or to the form and substance of any Extension Agreement, will not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii25(C)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice Notice, and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, Lessor shall have the option either:;
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B2(H) of the Leasehereof. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of the original term of this LeaseLease as during the original term hereof. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseDate.
Appears in 1 contract
Samples: Lease Agreement (Dataram Corp)
Extensions. It (a) The Borrower may, at its option, and provided that no Event of Default has occurred and is hereby mutually agreed that in continuing, by delivering to the event Lessee has not given Agent an Extension Request together with the "Preliminary Renewal Notice" as defined in subparagraph 25(Binformation required pursuant to Section 8.1(e)(iii), or has given request the Preliminary Renewal Notice but has withdrawn Lenders to e...
(b) Promptly after receipt from the sameBorrower of an executed Extension Request, Lessee may terminate this Lease at the end Agent shall deliver to each Lender a copy of such request, and each Lender shall, within 30 days of the Renewal Term and any subsequent renewal term or extension termapplicable Anniversary Date (the Election Date), by giving to Lessor written notice at least one hundred eighty advise the Agen...
(180c) days prior thereto, and Lessor may terminate this Lease at the end Promptly after all of the Renewal Term and any subsequent renewal Lenders have advised, or extension thereof by giving are deemed to Lessee written notice at least one hundred fifty have advised, the Agent whether or not they will be extending the Maturity Date (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day any event within five Banking Days after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)Election Date), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor Agent shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) notify the Borrower that the request for extension has been approved in which case the Maturity Date applicable to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice Extending Lenders shall be null and void, ab initio, extended for up to one year as if never given; orspecified in the notice of extension from the then existing Maturity D...
(ii) treat Lessee as Holding Overnotify the Borrower that the request for extension has been denied in which case the Maturity Date shall not be extended.
(d) If an Extension Request is approved but there are Non-Extending Lenders, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) then prior to the contraryMaturity Date applicable to a Non-Extending Lender the Borrower may require such Non-Extending Lender to assign all of its rights, if benefits and interests un...
(i) execution of an Assignment and Assumption; (ii) payment to such Non-Extending Lender (in immediately available funds) by the term relevant assignee of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous an amount equal to the 29th anniversary of relevant Outstanding Principal (and accrued and unpaid interest thereon) owed to such Non-Extending Lender under the Lease Commencement Date set forth in the Lease.Credit F...
Appears in 1 contract
Samples: Credit Agreement
Extensions. It is hereby mutually agreed (a) Provided that no Default or Event of Default exists during the periods set forth below, the Borrower may request that the Termination Date be extended for additional 364 day periods by delivering an Extension Request to the Agent during the period not more than 90 days but not less than 30 days prior to the then applicable Termination Date, and, upon the receipt of such notice, the Agent shall promptly notify each Lender thereof. If each Lender consents to an Extension Request during the Extension Consent Period by giving written notice thereof to the Borrower and the Agent, then, effective on the first day of the Extension Consent Period, the then applicable Termination Date shall be extended by 364 days from and including such first day of such Extension Consent Period, provided, however, that if the 364th day falls on a day other than a Business Day, such extended Termination Date shall be the Business Day immediately preceding such 364th day. Subject to subsection (b) below, in the event Lessee has that any Lender shall not given have granted its consent to an Extension Request, the "Preliminary Renewal Notice" as defined then current Termination Date shall remain in subparagraph 25(B)effect. Each Lender shall endeavor to respond to each Extension Request during the Extension Consent Period, or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (provided that each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, Lender which shall have failed so to respond by such time shall be as computed in subparagraph 25(C)(iii)), and so on from year deemed not to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaidhave consented thereto. In the event that Lessee or Lessor the Agent receives notice from a Lender that such Lender declines to grant an Extension Request, the Agent shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate notify the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:Borrower thereof.
(ib) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
Notwithstanding any provision of subsection (iia) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) above to the contrary, if in the term event Lenders having Commitments equal to or more than 66 2/3% of this Lease is not previously terminatedthe Facility desire to extend the Termination Date pursuant to subsection (a) above (the "Continuing Lenders"), the term Borrower shall have the right, provided no Event of this Lease Default shall end absolutelyhave occurred and be con- tinuing, without further to replace or remove any Lender that does not desire to extend the Termination Date (a "Non-Extending Lender") by giving the Agent notice, at 11:59 p.m. on no later than 20 days after the last day previous of the applicable Extension Consent Period, of its intent to extend the Termination Date. On or prior to the 29th anniversary then current Termination Date, the Borrower shall, with respect to each Non-Extending Lender, either (i) reduce the Facility to an amount equal to the amount of the Lease Commencement Date set forth Commitments of the Continuing Lenders but not below $50,000,000 and pay to the Agent for the account of such Non-Extending Lender all principal and interest and other amounts owing to such Non-Extending Lender under this Agreement (in which case the Lease.Commitment of such Non-Extending Lender shall automatically terminate), or (ii) replace such
Appears in 1 contract
Samples: Credit Agreement (Kroger Co)
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term (i) At any time no earlier than 45 days and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) no later than 30 days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration Termination Date in effect at any time, the Borrower may, by written notice to the Administrative Agent, request that the Termination Date then in effect be extended for all or a portion of the then-current term, extension term or renewal term (except Revolving Credit Commitments for a period of 364 days. Such request shall be irrevocable and binding upon the Borrower. The Administrative Agent shall promptly notify each Lender of such request. The Lenders shall have no obligation whatsoever to agree to any request made by the Borrower for the Minimum Annual Rentextension of the Termination Date for the Revolving Credit Commitments. If a Lender agrees, which shall be as computed in subparagraph 25(C)(iii))its individual and sole discretion, and to so on from year to year, unless terminated by the giving extend all or a portion of its Revolving Credit Commitment (an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration DateExtending Lender"), then it is expressly agreed that Lessorshall deliver to the Administrative Agent a notice of its agreement to do so, by notice to Lessee given in substantially the form of Exhibit D hereto, no earlier than 30 days and no later than forty-five 20 days prior to such Termination Date and the Administrative Agent shall notify the Borrower of such Extending Lender's agreement to extend its Revolving Credit Commitment no later than 15 days prior to such Termination Date. The Revolving Credit Commitment of any Lender that fails to accept or respond to the Borrower's request for extension of the Termination Date (45a "Declining Lender") shall be terminated on the Termination Date then in effect (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Declining Lender and all other amounts payable to such Declining Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with Section 2.11) and any Taxes incurred by such Declining Lender prior to such Termination Date and amounts payable under Section 8.04(a)). The Extending Lenders, or any of them, in their sole discretion may offer to increase their respective Revolving Credit Commitments by an aggregate amount that shall not exceed the sum of the aggregate amount of the Declining Lenders' Revolving Credit Commitments plus the aggregate amount of the Extending Lenders' Revolving Credit Commitments for which such Extending Lenders have not extended the Termination Date. Each such Extending Lender shall deliver to the Administrative Agent a notice, in substantially the form of Exhibit D hereto, of its offer to so increase its Revolving Credit Commitment no later than 15 days after prior to such Termination Date. The Borrower shall, no later than one day before the Expiration Termination Date, shall have deliver to the option either:
Administrative Agent a notice setting forth the Revolving Credit Commitments of the Extending Lenders, if any, that are to become or be effective as of the Termination Date. If the Extending Lenders provide Revolving Credit Commitments in an aggregate amount equal to at least 66% of the aggregate amount of the Revolving Credit Commitments requested by the Borrower to be extended, then, effective on the Termination Date in effect at the time of the Borrower's request, (iA) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice Termination Date shall be null extended by 364 days for such Extending Lenders' Revolving Credit Commitments and void, ab initio, as if never given; or(B) the Revolving Credit Commitment of each Extending Lender shall be the amount specified in the notice provided by the Borrower to the Administrative Agent (which amount shall not exceed the amount specified by such Extending Lender in its most recent notice to the Administrative Agent). A maximum of two extensions of the Termination Date are permitted under this Section 2.05(c)(i).
(ii) treat Lessee as Holding OverAt any time no earlier than 45 days and no later than 30 days prior to the Termination Date in effect at any time, the Borrower may, by written notice to the Administrative Agent, request that the Termination Date then in effect be extended for all of the Letter of Credit Commitment for a period of 364 days. Such request shall be irrevocable and binding upon the Borrower, unless the Termination Date for the Revolving Credit Commitments shall fail to be extended by operation of Section 2.05(c)(i). The Administrative Agent shall promptly notify the Issuing Bank of such request. The Issuing Bank shall have no obligation whatsoever to agree to any request made by the Borrower for the extension of the Termination Date for the Letter of Credit Commitment. If the Issuing Bank agrees, in its individual and sole discretion, to so extend all of its Letter of Credit Commitment, it shall deliver to the Administrative Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such Termination Date and the Administrative Agent shall notify the Borrower of the Issuing Bank's agreement to extend its Letter of Credit Commitment no later than 15 days prior to such Termination Date. Then, effective on the Termination Date in effect at the time of the Borrower's request, the Termination Date shall be extended by 364 days for the Issuing Bank's Letter of Credit Commitment. If the Issuing Bank fails to accept or respond to the Borrower's request for extension of the Termination Date, the Issuing Bank's Letter of Credit Commitment shall be terminated on the Termination Date then in effect (without regard to any extension by the Lenders of their Revolving Credit Commitments) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to the Issuing Bank, together with accrued interest thereon to the date of payment of such principal amount, all issuance fees and other fees payable to the Issuing Bank and all other amounts payable to the Issuing Bank under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with paragraph 2(BSection 2.11) and any Taxes incurred by the Issuing Bank prior to such Termination Date and amounts payable under Section 8.04(a)). A maximum of two extensions of the Lease. All powers granted to Lessor by Termination Date are permitted under this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseSection 2.05(c)(ii).
Appears in 1 contract
Samples: Credit Agreement (Maxtor Corp)
Extensions. It is hereby mutually agreed that in
(a) Shift extensions for all Employees will be provided and worked to meet operational and maintenance requirements. The designated task(s) for any extensions will be communicated to Employees at the event Lessee has time of notifying the extension. Extensions shall not given be unreasonably requested by the "Preliminary Renewal Notice" Company;
(b) Where an individual Employee requests an exemption from the shift extension as defined in subparagraph 25(B)a result of a pressing personal necessity and alternative arrangements cannot be made, the Employee will not be required to work the extension. Notwithstanding, the extension will be provided by the employees on shift to meet Operational and Maintenance requirements;
(c) An extension can be ordered / changed or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at cancelled up until one (1) hour before the end of the Renewal Term and any subsequent renewal term or shift. Advice of the shift extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at be deferred until the end of the Renewal Term shift following consultation between the Company and any subsequent renewal or the Employee’s representative on the shift if unforeseen circumstances arise;
(d) Any extension thereof by giving may be cancelled up to Lessee written notice at least one hundred fifty (150) days hour prior thereto (each an "Expiration Notice"); but to the end of the shift and in default of an Expiration Notice given by either party in these circumstances, payment shall not be made for the manner provided herein, this Lease shall continue for an extension. Any shift extension term of not notified prior to one (1) yearhour before shift ends cannot be cancelled and extension will be paid;
(e) If a VSE or Supplementary Employee allocated to a four (4) hour shift is extended, commencing but the day after extended shift does not exceed eight (8) hours, then the expiration extension of the current termallocated shift will not be paid as overtime;
(f) An Employee working any shift shall be entitled to an eight (8) hour break before the next period of work;
(g) No Employee shall be required to work in excess of seven consecutive nightshifts. Subject to clause 1.7.4(f) above, upon nothing prevents an Employee from working day or evening shift(s) in the terms and conditions 48 hours immediately following any consecutive night shift worked in force immediately prior to one period;
(h) An Employee shall not work more than eight (8) consecutive shifts.
(i) It is the expiration intent of the then-current termparties not to perform work during closed periods however if this is unavoidable, extension term the parties shall consult on options to try and avoid a delay / advanced start into or renewal term at the conclusion of a Closed Port Period (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iiiChristmas Eve and New Year’s Eve)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given of an Expiration Notice and Lessee shall fail or refuse advanced / delayed start the Company agrees to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated seek volunteers in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:first instance.
(ij) to disregard An irregularly engaged Employee who has booked off a particular shift through the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall IVR cannot be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension advanced or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.delay started into that shift unless they have confirmed their availability through labour allocation;
Appears in 1 contract
Samples: Enterprise Agreement
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty six (1806) days months prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty five (1505) days months prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the then current Renewal Term or extension term, as the case may be, upon the terms and conditions in force immediately prior to the expiration of the then-current Renewal Term or extension term, extension term or renewal term as the case may be (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)25(B), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration DateLessee, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 1 contract
Extensions. It is hereby mutually agreed that Notwithstanding anything herein to the contrary, at any time after the Effective Date, and from time to time, the Borrower may request and any Bank may agree to extend the maturity date applicable to all or any portion of its Term Loan (including any Extended Term Loan) or Revolving Credit Commitment (including any Extended Revolving Credit Commitment) to a date (such date as such Bank and the Borrower shall agree upon being an “Extended Maturity Date”) after the Maturity Date or after an Extended Maturity Date, as applicable; provided that, for the avoidance of doubt, no Bank shall be required to agree to any such extension. Any such extensions under this Section 2.18 shall only require the consent of the Borrower, such Bank, the Administrative Agent (in the event Lessee has case of the Administrative Agent, which consent shall not given the "Preliminary Renewal Notice" as defined in subparagraph 25(Bbe unreasonably withheld, delayed or conditioned), and, solely with respect to any Extended Revolving Credit Commitment, the Swing Lender and the Letter of Credit Issuer (in each case, which consent shall not be unreasonably withheld, delayed or has given conditioned), and this Agreement may be amended accordingly as needed to implement such extension for such Bank, but as conditions to any such extension (i) the Preliminary Renewal Notice but has withdrawn Borrower’s request for such extension shall be in a minimum amount of $50,000,000 of Term Loans or Revolving Credit Commitments, as applicable (or, if less, the sameremaining amount of Term Loans or Revolving Credit Commitments having the same Maturity Date or Extended Maturity Date), Lessee may terminate this Lease at (ii) the end request for such extension and the opportunity to extend its Term Loan or Revolving Credit Commitment, as applicable, shall be made available pro rata to all Banks holding Term Loans or Revolving Credit Commitments, as applicable, with the same Maturity Date or Extended Maturity Date, as applicable, (iii) no Default shall have occurred and be continuing as of the Renewal Term and any subsequent renewal term effective date of the extension or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior theretowill result therefrom, and Lessor may terminate this Lease at the end (iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the Renewal Term effective date of such extension (other than representations and any subsequent renewal or extension thereof by giving warranties that relate to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Renta specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as computed in subparagraph 25(C)(iiiof such specific date)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in (a) The Borrower may, at any time or from time to time but not more than twice during the event Lessee has not given term of this Agreement, by written notice to the "Preliminary Renewal Notice" as defined in subparagraph 25(BAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) not less than 30 days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration Maturity Date at any time in effect, request (each, a “Maturity Date Extension Request”) that the Lenders extend the Maturity Date for an additional one-year period (each, an “Extension”); provided that after giving effect to any such Extension, the period of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same time remaining prior to the condition required in this Lease on or before Maturity Date (as so extended) shall not exceed five years from the effective date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessorof such Extension. Each Lender shall, by notice to Lessee the Borrower and the Administrative Agent given no not later than forty-five (45) days the 20th day after the Expiration date of the Administrative Agent’s receipt of the Maturity Date Extension Request, advise the Borrower and the Administrative Agent whether or not it agrees to the requested Extension (each Lender agreeing to a requested Extension being called an “Extending Lender”, and each Lender declining to agree to a requested Extension being called a “Non-Extending Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to the requested Extension and shall be a Non-Extending Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, solely as to the Extending Lenders, be extended by one year to the anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of each Non-Extending Lender shall terminate on the Maturity Date in effect prior to giving effect to the applicable Extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall have also make such other prepayments of the option either:
Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, (i) to disregard the Expiration Notice as having no force Lender’s Revolving Exposure shall exceed such Lender’s Revolving Commitment and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never given; or
(ii) treat Lessee as Holding Overthe Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment.
(b) An Extension shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, in accordance with paragraph 2(Beach applicable Extending Lender and the Administrative Agent; provided that no Extension Agreement shall become effective unless (i) at the time of effectiveness of such Extension and after giving effect thereto (A) no Default shall have occurred and be continuing or would result therefrom and (B) the representations and warranties of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything Borrower set forth in subparagraph 25(A) Article III are true and correct in all material respects, in each case, on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case to the contraryeffect that such representation and warranty is true and correct in all material respects on and as of such prior date, if and (ii) the term of this Lease is not previously terminated, the term of this Lease Borrower shall end absolutely, without further notice, at 11:59 p.m. on the day previous have delivered to the 29th anniversary Administrative Agent (A) a certificate of a Responsible Officer of the Lease Commencement Date Borrower confirming the satisfaction of the conditions set forth in clauses (i)(A) and (i)(B) above and (B) such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested (consistent in all material respects with the Leasedocuments delivered on the Effective Date under Section 4.01) by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Revolving Loans and/or Revolving Commitments of the Extending Lenders as the same Class as the existing Revolving Loans and Revolving Commitments or as a new Class of Loans and/or Commitments hereunder (including for purposes of prepayments and voting and to enable such new Class of Loans and/or Commitments to be extended under this Section); provided that (i) the borrowing and repayment (except for repayments required upon the maturity and repayments made in connection with a permanent repayment and termination of the applicable Commitments) of Loans under the Commitments of such new Class and the remaining Revolving Commitments shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments (and the applicable Extension Agreement shall contain reallocation and cash collateralization provisions, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, with respect to Letters of Credit and Swingline Loans outstanding on the Maturity Date) and (iii) the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued by any Issuing Bank or Swingline Loans, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable. The Administrative Agent agrees that its consent to any amendment to this Agreement or any other Loan Document as contemplated above, or to the form and substance of any Extension Agreement, will not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Extensions. It So long as no Default has occurred and is hereby mutually agreed continuing, the Borrower may, by written notice delivered no less than 90 days and no more than 120 days prior to each of the first and second anniversaries of the date hereof to the Administrative Agent (who shall promptly notify the Lenders), request that the Lenders extend the Stated Maturity Date for a period of one year from the then existing Stated Maturity Date. Each Lender shall, by notice to the Administrative Agent and the Borrower given within 60 days after receipt of such request, advise the Administrative Agent and the Borrower of whether or not such Lender consents to such extension. Any Lender who does not respond to the Administrative Agent and the Borrower within such time period shall be deemed to have advised the Administrative Agent and the Borrower that it does not consent to such extension. Any extension of the Stated Maturity Date shall require consent from Lenders representing at least 50% of the Loan Commitment and any fee for such extension shall be limited to $25,000 in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving aggregate to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rentsuch consenting Lenders, which shall be as computed applied in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by accordance with Section 4.7. If Lenders representing the giving requisite percentage of an Expiration Notice within the times and in Loan Commitment approve the manner aforesaid. In extension of the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration existing Stated Maturity Date, shall have but a Lender does not provide consent thereto, the option either:
Borrower shall, at its option, either (i) (A) on the then existing Stated Maturity Date or (B) prior thereto by giving not less than ten Business Days' prior irrevocable notice thereof to disregard the Expiration Notice as having no force Administrative Agent on the date specified in that notice, repay to such Lender its Percentage of the outstanding Loans (and effectreduce the Loan Commitment by such Lender's Percentage of the Loan Commitment), whereupon the Expiration Notice shall be null together with any fees, interest and void, ab initio, as if never givenother amounts accrued (whether or not then due and payable) under this Agreement and payable to such non-consenting Lender and all amounts incurred by such Lender under Section 4.4 or any other provision of this Agreement up to such specified date; or
or (ii) treat Lessee as Holding Overduring the period following the deadline for Lenders to respond to the Borrower's request and prior to then existing Stated Maturity Date, find a replacement lender or lenders (provided that each such replacement lender shall be an Eligible Assignee and shall be consented to by the Administrative Agent (not to be unreasonably withheld) and each Issuer) and notify the non-consenting Lender of same, in accordance with paragraph 2(Bwhich case such non-consenting Lender shall enter in a Lender Assignment Agreement, whereby it shall assign its rights and obligations under this Agreement and the other Loan Documents to such replacement lender or lenders, provided that (x) such assignment shall be without recourse, representation or warranty (other than a representation of such non-consenting Lender that it is the sole holder of the Lease. All powers granted rights and obligations assigned pursuant to Lessor by this Lease such assignment and that such non-consenting Lender has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such assigned rights or obligations) and shall be exercised on terms and all obligations imposed upon Lessee conditions reasonably satisfactory to such non-consenting Lender, (y) the purchase price paid by this Lease such replacement lender or lenders shall be performed in the amount of such non-consenting Lender's Percentage of the outstanding Loans plus the fees, interest and other amounts accrued (whether or not then due and payable) under this Agreement and payable to such non-consenting Lender and (z) the Borrower shall have paid to such non-consenting Lender any amounts incurred by Lessee during the Renewal Term, as well as during such Lender under Section 4.4 or any subsequent extension or renewal terms other provision of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseAgreement.
Appears in 1 contract
Extensions. It is (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by each of the Borrowers to all Lenders with Revolver Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolver Commitments), the Borrowers are hereby mutually agreed permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolver Commitments and otherwise modify the terms of such Revolver Commitments pursuant to the terms of the relevant Extension Offer (to the extent permitted hereunder) (each, an “Extension”), so long as the following terms are satisfied with respect to any such Extension: (i) [Reserved], (ii) each Extension Offer made to any Revolver Lender of any Tranche must be made on the same terms to each Revolver Lender of such Tranche, (iii) each Extension Offer shall provide that the proposed extended Tranche shall have the same terms as the original Revolver Commitments (and related outstandings) to be extended, except for the extension of the maturity date, and changes to interest rates, fees (including agreements as to additional administrative fees to be paid by the Borrowers), amortization and final maturity (which shall be determined by the Borrowers and set forth in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(Brelevant Extension Offer), (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (v) at no time shall there be Revolver Commitments hereunder (including Revolver Commitments in respect of any Extended Tranche and any original Revolver Commitments) which have more than three different maturity dates, unless otherwise agreed by Agent and the Borrowers. The Revolver Commitments of any Lender that agrees to an extension with respect to such Revolver Commitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended Tranche”), and the related outstandings, shall be a Revolver Commitment (or has given related outstandings, as the Preliminary Renewal Notice but has withdrawn case may be) with the samesame terms as the original Revolver Commitments (and related outstandings) except as provided above; provided that subject to the provisions of Section 2 to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a maturity date when there exist Revolver Commitments with a longer maturity date, Lessee may terminate this Lease at the end all Letters of Credit and Swingline Loans shall be participated in on a Pro Rata basis by all Lenders with Revolver Commitments in accordance with their respective Pro Rata shares of the Renewal Term Revolver Commitments and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, all borrowings under Revolver Commitments and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease repayments thereunder shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term be made on a Pro Rata basis (except for (A) payments of interest and fees at different rates on Extended Tranches (and related outstandings) and (B) repayments required upon the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iiimaturity date of the non-extending Revolver Commitments)), and so on from year to year, unless terminated by the giving . Each group of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initioRevolver Commitments, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Termso extended, as well as during the original Revolver Commitments (not so extended), as applicable, shall be considered separate “tranches” (each, a “Tranche”), with any subsequent extension Extended Tranche of Revolver Commitments constituting a separate tranche of Revolver Commitments from the tranche of Revolver Commitments from which they were converted).
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.1.10, (i) such Extensions shall not constitute optional or renewal terms mandatory payments or prepayments for purposes of this Lease. Notwithstanding anything set forth Agreement and (ii) no Extension Offer is required to be in subparagraph 25(Aany minimum amount or any minimum increment, provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the contrary, if relevant Extension Offer in the term Borrowers’ sole discretion and may be waived by the Borrowers) of this Lease is not previously terminated, Revolver Commitments of any or all applicable tranches be extended. Agent and the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous Lenders hereby consent to the 29th anniversary transactions contemplated by this Section 2.1.10 (including, for the avoidance of the Lease Commencement Date doubt, payment of any interest, fees or premium in respect of any Extended Tranches on such terms as may be set forth in the Leaserelevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.2 and 5.6) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.1.10.
(c) No consent of any Lender or Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Revolver Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolver Commitments, the consent of each Fronting Bank and the Swingline Lender (in each case in its sole discretion). All Extended Tranches and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents that are being extended. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolver Commitments so extended, permit the repayment of non-extending Loans on the Termination Date, and such technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and the Borrowers in connection therewith, in each case on terms consistent with this Section 2.1.10. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to Agent).
(d) In connection with any Extension, the Borrowers shall provide Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, Agent, in each case acting reasonably to accomplish the purposes of this Section 2.1.10.
Appears in 1 contract
Samples: Abl Credit Agreement (WillScot Corp)
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term this term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice")thereto; but in default of an Expiration Notice given by such notice from either party in the manner provided hereinparty, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice notice, as stipulated in this Lease, to vacate the Premises at the end of the present term or any renewal or extension thereof and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before at the date designated in the Expiration Notice (the "Expiration Date")by said notice, then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, Lessor shall have the option either:
(i) to disregard the Expiration Notice notice so given as having no force and effect, whereupon in which case all of the Expiration Notice terms and conditions of this Lease as in effect at the end of the current term, extension term or renewal term shall be null and void, ab initio, continue thereafter with full force precisely as if never such notice had not been given; or
(ii) treat Lessor may, at any time, within thirty (30) days after the present term or any renewal or extension thereof, as aforesaid, give the said Lessee as Holding Over, ten (10) days' written notice of its intention to terminate the said Lease; whereupon Lessee expressly agrees to vacate the Premises at the expiration of the said period of ten (10) days specified in the aforesaid notice. In the event Lessee has not vacated the Premises in accordance with said notice, Lessee shall be treated as holding over in accordance with the terms of paragraph 2(B) of the Leasehereof. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of the original term of this LeaseLease as during the original term hereof. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the LeaseDate.
Appears in 1 contract
Samples: Lease Agreement (Photomedex Inc)
Extensions. It is hereby mutually agreed that (a) At any time prior to the Maturity Date (the unextended Maturity Date being referred to in this Section 2.7 as, an “Extension Date”) but not more than once per calendar year, the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B)Borrowers may, or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end subject to satisfaction of the Renewal Term and any subsequent renewal term or extension termconditions precedent for an Accommodation set forth in Section 12.2, by giving deliver to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue Administrative Agent a request for an extension term of one (1) year, commencing the day Extension Date for a period of up to 4 years after the expiration then applicable Extension Date (the “Extension Request”); provided that the Borrowers may withdraw an Extension Request, even if the Majority Lenders have already consented to such Extension Request, by notice in writing delivered to the Administrative Agent not later than the close of business on the current term, upon the terms and conditions in force immediately third Banking Day prior to the expiration Extension Date. The Administrative Agent shall promptly notify the Lenders of its receipt of any Extension Request, with particulars thereof. Within 30 days after the Administrative Agent has notified a Lender of its receipt of an Extension Request, such Lender shall notify the Borrowers and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request (which election to extend or not extend shall be made by each such Lender in its sole and absolute discretion). Any failure by any Lender to notify the Borrowers and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request shall be deemed to be a refusal to extend the Extension Date. Unless the Extension Request has been withdrawn by the Borrowers in accordance with the proviso above, if the Majority Lenders approve in writing the extension of the then-current termExtension Date requested in such Extension Request, extension term or renewal term (except the Extension Date shall automatically and without any further action by any Person be extended for the Minimum Annual Rentperiod specified in such Extension Request; provided that if an Extension Request has been made, but there are one or more Lenders which shall be as computed do not consent in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same writing to the condition required in this Lease on or before Extension Request within 35 days after receipt of the date designated in notice of the Expiration Notice Extension Request from the Administrative Agent (the "Expiration Date"a “Non-Extending Lender”), then it is expressly agreed that Lessorthe Borrowers shall be entitled to choose one of the following options, by notice to Lessee given no and the Borrowers shall notify the Administrative Agent of its choice not later than forty-five (45) 10 days after prior to the Expiration Extension Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice Loans of any Non-Extending Lender shall be null repaid on the applicable Maturity Date (without giving effect to the extension requested in such Extension Request, with respect to the Non-Extending Lender only);
(ii) at the sole expense of the Borrowers, upon notice to such Lender and voidthe Administrative Agent, ab initiothe Individual Commitment of any Non-Extending Lender shall be assigned to (and assumed by) an Eligible Assignee upon payment by the assignee to the Non-Extending Lender of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to the Non-Extending Lender hereunder, provided that (i) such assignment does not conflict with any Applicable Law, and (ii) any assignee which becomes a Lender as if never givena result of such an assignment shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be a Non-Extending Lender; or
(iiiii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during Borrowers may withdraw the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Leaseapplicable Extension Request.
Appears in 1 contract
Extensions. It is hereby mutually agreed that (a) On or before August 21, 2001, Purchaser may extend the Closing deadline to the last business day (and no other day without Seller's consent) in any remaining calendar month in the event Lessee has not given year 2001, provided that the Closing Date so designated is at least seventy (70) calendar days after Purchaser's Notice to Seller of such extension. Upon the giving of any such Notice, Purchaser shall make a "Preliminary Renewal NoticeThird Deposit," as defined in subparagraph 25(Bof Fifteen thousand dollars ($15,000.00), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving payable directly to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration of the then-current term, extension term or renewal term (except for the Minimum Annual RentSeller, which shall be Conditionally Non-Refundable and applicable to the Purchase Price. If the Closing Date as computed in subparagraph 25(C)(iii)extended by Purchaser is subsequent to October 31, 2001, Purchaser shall make a "Fourth Deposit" of Fifteen thousand dollars on October 31, 2001, and (unless the extended Closing Date is November 30, 2001), a "Fifth Deposit" of Fifteen thousand dollars on November 30, 2001. The Fourth and so on from year Fifth Deposits shall also be payable directly to yearSeller, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice be Conditionally Non-Refundable and Lessee shall fail or refuse to completely vacate the Premises and restore the same applicable to the condition Purchase Price.
(b) Purchaser acknowledges that (i) Seller may be required in this Lease on to give sixty (60) days or before greater notice to the holder of the Mortgage (or its designee) of the date designated as of which the Closing will occur and the Mortgage will be paid, and (ii) that an application fee, processing fee or similar fee or charge (a "Consent Fee") may be imposed prior to the Closing date in connection with Seller's application or request for consent to prepayment and discharge of the Expiration Notice (the "Expiration Date")Mortgage. Accordingly, then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option eitherPurchaser hereby agrees as follows:
(i) Notwithstanding the date set forth in paragraph 4.2(a) above, Seller shall have the right to disregard submit any such request or application at any time on or after July 20, 2001, unless Purchaser shall have given Seller written notice of an extension of the Expiration Notice as having no force and effectClosing Date. Within seven (7) days after demand by Seller, whereupon Purchaser shall remit, directly to Seller, the Expiration Notice amount of any such Consent Fee, which for all purposes of this Agreement shall be null and void, ab initio, included in the Prepayment Fee as a component thereof if never given; orClosing thereafter occurs.
(ii) treat Lessee as Holding OverIf Purchaser elects, in accordance with under paragraph 2(B4.2(a) above, to extend the date of Closing, its Notice thereof shall be accompanied by a remittance of the Leaseamount of the Consent Fee that Seller will be required to pay. All powers granted to Lessor by this Lease The first such remittance shall be exercised and all obligations imposed upon Lessee by this Lease included in the Prepayment Fee as a component thereof if Closing thereafter occurs. If, however, more than one Consent fee is required to be paid because Purchaser failed to give Notice of extension of the Closing Date to Seller prior to July 20, 2001 or because Purchaser extends the Closing Date on more than one occasion, Purchaser shall be performed by Lessee during fully liable for the Renewal Term, as well as during any subsequent extension or renewal terms amount of all Consent Fees (which liability shall survive a termination of this Lease. Notwithstanding anything set forth Agreement), and the amount of any Consent Fee in subparagraph 25(Aexcess of the first Consent Fee paid under this Agreement shall not be included in the Prepayment Fee.
(iii) If, after a Consent Fee has been paid, Closing fails to occur other than due to Seller's breach of or default under this Agreement, any remittance(s) paid by Purchaser under the contrarypreceding subparagraphs (i) and/or (ii) shall be retained by Seller, and if the term Purchaser has failed to make any required remittance, it shall remain liable to Seller therefor notwithstanding any other provision of this Lease is not previously terminated, Agreement regarding termination and the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary liability of the Lease Commencement Date set forth in the Leaseparties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Homes for America Holdings Inc)
Extensions. It is hereby mutually agreed that On an annual basis, the Borrower may request an extension of the 364 day Revolving Period for an additional 364 days, by giving notice to the Administrative Agent for delivery to each Lender not more than 90 and not less than 60 days prior to the end of the then current Revolving Period. No later than 25 days prior to the end of the then current Revolving Period, each Lender shall notify the Agent of its election (which election may be made in its sole and absolute discretion) to extend or not extend the event Lessee has then applicable Revolving Period. Failure by a Lender to so notify the Administrative Agent shall be deemed to be an election by such Lender not given to extend. Subject to the consent of the Majority Lenders, the Administrative Agent may extend the Revolving Period for an additional 364 day period, such extension applying only to those Lenders which provided their consent to the extension. In the case of any Lender not consenting (or being deemed not to consent) to an extension (a "Preliminary Renewal Notice" as defined in subparagraph 25(BNON-CONSENTING LENDER"), or has given its Commitment allocated to the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease RTC Facility shall be reduced as at the end of the Renewal Term and any subsequent renewal term or extension term, then current Revolving Period by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior amount equal to the expiration of difference between such Commitment so allocated and the then-current termPrincipal Outstanding owed to it under the RTC Facility at such time. 34 - 28 - At its option, extension term or renewal term (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option eitherBorrower may:
(ia) as to disregard the Expiration Notice as having no force entire Commitment of the Non-Consenting Lender or only its Commitment allocated to the RTC Facility, replace such Non-Consenting Lender with one or more Lenders or by a new Lender satisfactory to the Borrower and effect, whereupon the Expiration Notice shall be null and void, ab initio, as if never givenAdministrative Agent; or
(iib) treat Lessee as Holding Over, in accordance with paragraph 2(B) prepay the Obligations owed to such Non-Consenting Lender under the RTC Facility. If and to the extent that the portion of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during Commitments of the Renewal Term, as well as during any subsequent extension Non-Consenting Lenders under the RTC Facility are not assumed or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminatedprepaid, the term of this Lease Principal Outstanding owed to each Non-Consenting Lender under the RTC Facility shall end absolutely, without further notice, at 11:59 p.m. mature and be payable in full on the day previous to the 29th second anniversary of the Lease Commencement Date set forth in last day of the Leasethen current Revolving Period.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the then current renewal term or extension term, as the case may be, upon the terms and conditions in force immediately prior to the expiration of the then-current renewal term or extension term, extension term or renewal term as the case may be (except for the Minimum Annual Rent, which shall be as computed in subparagraph 25(C)(iii25(C) (iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration Date"), then it is expressly agreed that Lessor, by notice to Lessee given no later than forty-five (45) days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null and void, ab initioinito, as if never given; or
(ii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Lease.
Appears in 1 contract
Extensions. It is hereby mutually agreed that in the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B), or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end of the Renewal Term At any time no earlier than 45 days and any subsequent renewal term or extension term, by giving to Lessor written notice at least one hundred eighty (180) no later than 30 days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue for an extension term of one (1) year, commencing the day after the expiration of the current term, upon the terms and conditions in force immediately prior to the expiration Termination Date in effect at any time, the Borrower may, by written notice to the Paying Agent, request that the Termination Date then in effect be extended for all or a portion of the then-current term, extension term or renewal term (except Commitments for a period of 364 days. Such request shall be irrevocable and binding upon the Borrower. The Paying Agent shall promptly notify each Lender of such request. The Lenders shall have no obligation whatsoever to agree to any request made by the Borrower for the Minimum Annual Rentextension of the Termination Date for the Commitments. If a Lender agrees, which shall be as computed in subparagraph 25(C)(iii))its individual and sole discretion, and to so on from year to year, unless terminated by the giving extend all or a portion of its Commitment (an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same to the condition required in this Lease on or before the date designated in the Expiration Notice (the "Expiration DateExtending Lender"), then it is expressly agreed that Lessorshall deliver to the Paying Agent and the Borrower a notice of its agreement to do so, by notice to Lessee given in substantially the form of Exhibit D hereto, no earlier than 30 days and no later than forty-five 25 days prior to such Termination Date and the Paying Agent shall notify the Borrower of such Extending Lender's agreement to extend its Commitment no later than 20 days prior to such Termination Date. The Commitment of any Lender that fails to accept or respond to the Borrower's request for extension of the Termination Date (45a "Declining Lender") days after the Expiration Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice shall be null terminated on the Termination Date then in effect (without regard to any extension by other Lenders) and voidon such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, ab initiotogether with accrued interest thereon to the date of payment of such principal amount, as if never given; or
all facility fees and other fees payable to such Declining Lender and all other amounts payable to such Declining Lender under this Agreement (ii) treat Lessee as Holding Overincluding, but not limited to, any increased costs or other additional amounts (computed in accordance with paragraph 2(BSection 2.09) and any Taxes incurred and reimbursable hereunder by such Declining Lender prior to such Termination Date and amounts payable under Section 8.04(a)). The Extending Lenders, or any of them, or any Person that would be an Eligible Assignee (a "Replacement Lender") may offer in their sole discretion, to increase their respective Commitments by an aggregate amount that shall not exceed the sum of the Leaseaggregate amount of the Declining Lenders' Commitments plus the aggregate amount of the Extending Lenders' Commitments for which such Extending Lenders have not extended the Termination Date. All powers granted Each such Extending Lender or Replacement Lender shall deliver to Lessor the Paying Agent a notice, in substantially the form of Exhibit D hereto, of its offer to so increase its Commitment no later than 15 days prior to such Termination Date. The Borrower shall, no later than one day before the Termination Date, deliver to the Paying Agent a notice setting forth the Commitments of the Extending Lenders and Replacement Lenders, if any, that are to become or be effective as of the Termination Date. If the Extending Lenders and Replacement Lenders provide Commitments in an aggregate amount equal to at least 50% of the aggregate amount of the Commitments requested by this Lease the Borrower to be extended, then, effective on the Termination Date in effect at the time of the Borrower's request, (A) the Termination Date shall be exercised extended by 364 days for such Extending Lenders' and all obligations imposed upon Lessee by this Lease Replacement Lenders' Commitments and (B) the Commitment of each Extending Lender and Replacement Lender shall be performed the amount specified in the notice provided by Lessee during the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) Borrower to the contrary, if Paying Agent (which amount shall not exceed the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous amount specified by each such Extending Lender and Replacement Lender in its most recent notice to the 29th anniversary of the Lease Commencement Date set forth in the LeasePaying Agent).
Appears in 1 contract
Extensions. It is hereby mutually agreed that (a) At any time prior to the Maturity Date (the unextended Maturity Date being referred to in this Section 2.7 as, an “Extension Date”) but not more than once per calendar year, the event Lessee has not given the "Preliminary Renewal Notice" as defined in subparagraph 25(B)Borrower may, or has given the Preliminary Renewal Notice but has withdrawn the same, Lessee may terminate this Lease at the end subject to satisfaction of the Renewal Term and any subsequent renewal term or extension termconditions precedent for an Accommodation set forth in Section 12.2, by giving deliver to Lessor written notice at least one hundred eighty (180) days prior thereto, and Lessor may terminate this Lease at the end of the Renewal Term and any subsequent renewal or extension thereof by giving to Lessee written notice at least one hundred fifty (150) days prior thereto (each an "Expiration Notice"); but in default of an Expiration Notice given by either party in the manner provided herein, this Lease shall continue Administrative Agent a request for an extension term of one (1) year, commencing the day Extension Date for a period of up to 4 years after the expiration then applicable Extension Date (the “Extension Request”); provided that the Borrower may withdraw an Extension Request, even if the Majority Lenders have already consented to such Extension Request, by notice in writing delivered to the Administrative Agent not later than the close of business on the current term, upon the terms and conditions in force immediately third Banking Day prior to the expiration Extension Date. The Administrative Agent shall promptly notify the Lenders of its receipt of any Extension Request, with particulars thereof. Within 30 days after the Administrative Agent has notified a Lender of its receipt of an Extension Request, such Lender shall notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request (which election to extend or not extend shall be made by each such Lender in its sole and absolute discretion). Any failure by any Lender to notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request shall be deemed to be a refusal to extend the Extension Date. Unless the Extension Request has been withdrawn by the Borrower in accordance with the proviso above, if the Majority Lenders approve in writing the extension of the then-current termExtension Date requested in such Extension Request, extension term or renewal term (except the Extension Date shall automatically and without any further action by any Person be extended for the Minimum Annual Rentperiod specified in such Extension Request; provided that if an Extension Request has been made, but there are one or more Lenders which shall be as computed do not consent in subparagraph 25(C)(iii)), and so on from year to year, unless terminated by the giving of an Expiration Notice within the times and in the manner aforesaid. In the event that Lessee or Lessor shall have given an Expiration Notice and Lessee shall fail or refuse to completely vacate the Premises and restore the same writing to the condition required in this Lease on or before Extension Request within 35 days after receipt of the date designated in notice of the Expiration Notice Extension Request from the Administrative Agent (the "Expiration Date"a “Non-Extending Lender”), then it is expressly agreed that Lessorthe Borrower shall be entitled to choose one of the following options, by notice to Lessee given no and the Borrower shall notify the Administrative Agent of its choice not later than forty-five (45) 10 days after prior to the Expiration Extension Date, shall have the option either:
(i) to disregard the Expiration Notice as having no force and effect, whereupon the Expiration Notice Loans of any Non-Extending Lender shall be null repaid on the applicable Maturity Date (without giving effect to the extension requested in such Extension Request, with respect to the Non-Extending Lender only);
(ii) at the sole expense of the Borrower, upon notice to such Lender and voidthe Administrative Agent, ab initiothe Individual Commitment of any Non-Extending Lender shall be assigned to (and assumed by) an Eligible Assignee upon payment by the assignee to the Non-Extending Lender of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to the Non-Extending Lender hereunder, provided that (i) such assignment does not conflict with any Applicable Law, and (ii) any assignee which becomes a Lender as if never givena result of such an assignment shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be a Non-Extending Lender; or
(iiiii) treat Lessee as Holding Over, in accordance with paragraph 2(B) of the Lease. All powers granted to Lessor by this Lease shall be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee during Borrower may withdraw the Renewal Term, as well as during any subsequent extension or renewal terms of this Lease. Notwithstanding anything set forth in subparagraph 25(A) to the contrary, if the term of this Lease is not previously terminated, the term of this Lease shall end absolutely, without further notice, at 11:59 p.m. on the day previous to the 29th anniversary of the Lease Commencement Date set forth in the Leaseapplicable Extension Request.
Appears in 1 contract
Samples: First Amending Agreement (Triple Flag Precious Metals Corp.)