Options to Extend a. Landlord hereby grants to Tenant two (2) options (singularly an “Extension Option” and collectively the “Extension Options”) to extend the term of this Agreement for additional terms of five (5) years each (singularly an “Option Period” and collectively the “Option Periods”), on the same terms, conditions and covenants set forth in this Agreement, except the monthly rental shall be adjusted as hereinafter provided. Each Extension Option shall be exercised automatically without providing any notice of extension unless Tenant provides written notice delivered to the Landlord that Tenant will not extend the Term of this Agreement at least one (1) year prior to the expiration of the Primary Term or the preceding Option Period.
b. Base Rent for the Extension Options shall be as set forth in Section 3.4 of this Agreement.
c. Notwithstanding the foregoing, any option to extend the Term of this Agreement shall be deemed null and void, at Landlord’s sole discretion, if one or more of the following has occurred:
1) Tenant has been late in the payment of Rent on three (3) or more occasions within any twelve (12) month period, after Tenant first receiving written notice from Landlord that Tenant was late in the payment of Rent for the first two occasions before a third late payment is to occur. For this purpose, a payment shall be deemed to be late if it is received by Landlord after the tenth (10th) day of the month in which such Rent is due.
2) Tenant is in default beyond any applicable cure period in the performance of any of its obligations under this Agreement at the time Tenant exercises any Extension Option, or at the time of commencement of any Option Period.
3) This Agreement has ever been assigned by Tenant other than as set forth in this Agreement.
d. Notwithstanding anything to the contrary contained in the Agreement, at any time after the ninth full year after the Commencement Date, Landlord may elect to terminate the Agreement for any reason or no reason by giving Tenant three hundred sixty five (365) days prior written notice of such election (“Notice”), such termination to be effective as of the date three hundred sixty five (365) days after the date of the Notice (the “Termination Date”). In the event of any termination of the Agreement by Landlord as provided herein, Landlord hereby reserves any and all rights and remedies available to Landlord under the Agreement, at law or in equity with respect to any past due amounts due from Tenant under the Agreement or any other defaults by Tenant thereunder occurring prior to the Termination Date. Upon any such termination, Tenant shall surrender the Premises to Landlord in the condition required by the Agreement on the Termination Date and the parties shall be relieved of further obligation under the Agreement accruing after the Termination Date (except as to any monies due and owing as of the Termination Date, to include any outstanding amounts of Rent or those obligations which are specifically stated to survive the expiration or earlier termination of the Agreement).
Extension Option The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.
Extension Options Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension:
(a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable;
(b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full;
(c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.
Option to Extend (a) Provided that the Tenant is not then in default of its obligations under this Lease beyond any applicable cure or grace period, the Landlord shall at the expiration of the Term, provided the Tenant has given the Landlord notice of its exercise of the option to extend at least twelve (12) months prior to the expiration of the Term, extend the Term for a further term of five (5) years (the “First Extension Term”) from the expiration of the Term, upon the same terms and conditions contained in this Lease except extension options and the Annual Base Rent to be paid during the First Extension Term.
(b) Provided that the Tenant is not then in default of its obligations under this Lease beyond any applicable cure or grace period, the Landlord shall at the expiration of the First Extension Term, provided the Tenant has given the Landlord notice of its exercise of the option to extend at least twelve (12) months prior to the expiration of the First Extension Term, extend the First Extension Term for a further term of five (5) years (the “Second Extension Term”) from the expiration of the Term, upon the same terms and conditions contained in this Lease except extension options and the Annual Base Rent to be paid during the Second Extension Term.
(c) The Annual Base Rent during any Extension Term shall be the Current Market Rent for the Premises. If the Landlord and the Tenant have not mutually agreed on the amount of the Annual Base Rent at least three (3) months prior to the commencement of such Extension Term, then Annual Base Rent shall be decided in the manner set out in Section 3.3. Until the Annual Base Rent has been determined, the Tenant shall pay the monthly Rent requested by the Landlord and, upon the determination of the Annual Base Rent, the Landlord and the Tenant shall make the appropriate adjustments together with interest at the Prime Rate.
Option to Extend Lease Term Landlord hereby grants to Tenant one (1) option ("Option") to extend the Lease Term with respect to the Premises on the following terms and conditions:
(a) The Option shall give Tenant the right to extend the Lease Term for an additional ten (10) years (the "Extended Term");
(b) Tenant shall give Landlord written notice of its exercise of the Option no later than one hundred eighty (180)days, nor earlier than three hundred sixty (360), prior to the Termination Date;
(c) Tenant may not extend the Lease Term pursuant to this Section 3.4 if Tenant is in default in the performance of any of the terms and conditions of this Lease and/or the Other Lease, which default continues after the expiration of any grace period and the giving of any notice, as provided in Article 16 below or in the Other Lease. Any notice of exercise of the Option given by Tenant while Tenant is in default shall be of no force and effect. The period of exercise of the Option shall not be extended for any period in which Tenant is unable to exercise an Option by reason of Tenant's default. If Tenant is in default on the date that the Extended Term is to commence, then Landlord may elect to terminate this Lease pursuant to Section 16.2.1, notwithstanding any notice given by Tenant of the exercise of the Option.
(d) All terms and conditions of this Lease shall apply during the Extended Term, except that Base Rent for the Extended Term shall be determined in accordance with Section 5.1.2 below;
(e) Once Tenant delivers notice of its exercise of the Option, Tenant may not withdraw such exercise and, subject to the provisions of this Section 3.4, such notice shall operate to extend the Lease Term. Upon the extension of the Lease Term pursuant to this Section 3.4, the term "Lease Term" as used in this Lease shall thereafter include the Extended Term and the Termination Date shall be the expiration date of the Extended Term.
OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)
Term and Renewal Options The term of service is 24 months (Initial Term). Following the expiration of the Initial Term, service under this option will continue on a month-to-month basis subject to the terms and conditions, including rates and discounts set forth under this option (Extension Term). The Company or the Customer may elect to forego the Extension Term by providing the other party written notice at least 60 days prior to the expiration of the Initial Term. Either party may terminate service during the Extension Term by providing the other party at least 60 days prior written notice. Term shall mean the Initial Term and the Extension Term.
Options to Extend Term Tenant shall have options (each, an “Option”) to extend the Term of this Lease upon the following terms and conditions:
42.1. Tenant shall have two (2) consecutive Options to extend the Term of this Lease by three (3) years each on the same terms and conditions as this Lease. Basic Annual Rent shall equal ninety-five percent (95%) of the fair market value (“FMV”) for comparable office/research and development projects in the Brisbane/Peninsula market as of the date Tenant exercises the respective Option, increased on each annual anniversary of the commencement of each extended term by such percentage, if any, that constitutes a market rate annual increase for such market. In the event that Landlord and Tenant disagree as to the FMV, they shall hire an appraiser reasonably acceptable to both parties, the cost of which shall be split equally by Landlord and Tenant, which appraiser’s decision as to the FMV shall be binding on both parties.
42.2. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer an Option, either separately or in conjunction with an assignment or transfer of Tenant’s interest in this Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion.
42.3. The Options are conditional upon Tenant giving Landlord written notice of its election to exercise the applicable Option at least nine (9) months prior to the end of the expiration of the then-current Term of this Lease.
42.4. Notwithstanding anything contained in this Section 42, Tenant shall not have the right to exercise an Option:
(a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or
(b) At any time after an event of Default as described in Section 24 of the Lease (provided, however, that, for purposes of this Subsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or
(c) In the event that Tenant has committed a Default two (2) or more times and a service or late charge has become payable under Section 24.1 for each of such Defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant cures such Defaults within any applicable cure period.
42.5. The period of time within which Tenant may exercise an Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4.
42.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of an Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default or (c) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Expansion Option The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Conditions to Effectiveness of Extension Notwithstanding the foregoing, (x) no more than two (2) extensions of each Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.25 shall not be effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) the Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions, if any are otherwise required, adopted by each Borrower approving or consenting to such extension.
