Second Extension Option Clause Samples
Second Extension Option. Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Term”), provided that all of the following requirements are satisfied:
(a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;
(b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;
(c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;
(e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is co...
Second Extension Option. (i) Solely in the case of the Second Extension Option, subject to satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: (A) the Borrower shall have delivered to the Administrative Agent an Extension Request in connection with the Second Extension Option in accordance with Section 2.12(a), (B) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (C) the Borrower shall have paid the Fees payable under Section 3.5.(d), and (D) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely with respect to the Extended Commitments in accordance with Section 2.12(c)(ii)) of the aggregate Revolving Credit Exposure would exceed the amount of such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the Borrower shall have repaid Loans or otherwise reduced the Revolving Credit Exposure in an amount sufficient to cure each such excess under the foregoing clause (x) or (y) (it being understood and agreed that, notwithstanding
Second Extension Option. Tenant shall also have the option to extend this Lease (the "Second Extension Option") with respect to the Renewal Space or Premises (as applicable) for one additional term of five (5) years (the "Second Extension Period"), upon the terms and conditions hereinafter set forth:
(a) If the Second Extension Option is exercised, then the Base Rent per annum for such Second Extension Period shall be an amount equal to the Fair Market Rental Value for the Renewal Space or Premises (as applicable) as of the commencement of the Second Extension Option for such Second Extension Period.
(b) The Second Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.3(b).
(i) If Tenant wishes to exercise the Second Extension Option, Tenant must, on or before the date occurring nine (9) months before the expiration of the First Extension Period (but not before the date that is twelve (12) months before the expiration of the First Extension Period), exercise the Second Extension Option by delivering written notice (the "Second Option Exercise Notice") to Landlord. If Tenant timely and properly exercises its Second Extension Option, the Lease Term shall be extended for the Second Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Second Extension Period shall be as provided in Section 51.3(a) and Tenant shall have no further options to extend the Lease Term except for the Third Extension Option.
(ii) If Tenant fails to deliver a timely Second Option Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.
(c) It is understood and agreed that the Second Extension Option hereby granted is personal to Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment of this Lease (other than to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease), the Second Extension Option shall automatically terminate and shall thereafter be null and void. In addition, Tenant may not exercise the Second Extension Option, and any attempted exercise of the Second Extension Option shall be ineffective, if at the time Tenant delivers the Second Option Exercise Notice the Subletting Threshold is exceeded.
(d) Tenant's exercise of the Second Extension Option shall, if Land...
Second Extension Option. At the written request of Borrower made to Agent at least thirty (30) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the one-year anniversary of the First Extended Maturity Date (the "Second Extended Maturity Date") provided that the following conditions are satisfied:
(i) no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the First Extended Maturity Date;
(ii) all representations and warranties made by Borrower and the REIT contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date except to the extent they related to a specific date;
(iii) Agent shall have received an Officer's Certificate of the REIT dated as of the First Extended Maturity Date stating that the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, the Subsidiaries, and the Agreement Parties, and that (A) such review has not disclosed the existence as of the date of such Officer's Certificate, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the date of such Officer's Certificate except to the extent they relate to a specific date; and
(iv) on or before the First Extended Maturity Date, Agent shall have received, for the benefit of the Lenders, an extension fee in the amount of thirty-five hundredths of one percent (0.35%) of the amount of the Facility.
Second Extension Option. At the written request of Borrower made at least thirty (30) but not more than one hundred twenty (120) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the first anniversary of the First Extended Maturity Date, provided that the following conditions are satisfied:
(i) The Maturity Date has previously been extended to the First Extended Maturity Date pursuant to the provisions of Section 3.13(a) hereof;
(ii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal timely obtained by Lender) that, as of the First Extended Maturity Date, the Loan-to-Value Ratio does not exceed 50% and that the Debt Service Coverage Ratio is not less than 1.40:1.0;
(iii) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.125% of the outstanding principal balance of the Loan;
(iv) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date;
(v) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; and
(vi) Lender has received reasonably satisfactory documentation evidencing the extension executed by Borrower and consented to by the Guarantor and Borrower shall have paid all of Lender’s costs and expenses in connection with such extension in accordance with Section 10.03.
Second Extension Option. Borrower shall have the right (the “Second Extension Option”) to extend the First Extended Maturity Date for twelve (12) months to the Second Extended Maturity Date, subject to fulfillment of the following conditions:
(i) Borrower shall have delivered to Administrative Agent written notice (a “Second Extension Notice”) of the exercise of the Second Extension Option not less than sixty (60) nor more than one hundred twenty (120) days prior to the First Extended Maturity Date;
(ii) No Default or Event of Default shall exist as of the date the Extension Notice is given or as of the First Extended Maturity Date;
(iii) Borrower shall have achieved the Sixth DSCR Requirement as determined by Administrative Agent;
(iv) If requested by Administrative Agent, Administrative Agent shall have received an updated Appraisal reasonably acceptable to Administrative Agent, and dated no more than sixty (60) days prior to the First Extended Maturity Date, reflecting that the Principal Balance is less than or equal to fifty-five percent (55%) of the “as-stabilized” value of the Property; and
(v) On or prior to the First Extended Maturity Date, Borrower shall have paid to Administrative Agent an extension fee in the amount equal to fifteen one-hundredths of one percent (0.15%) of the Principal Balance.
Second Extension Option. If
(i) Lessee shall have exercised its ----------------------- option for the initial renewal term pursuant to the provisions of Section (a), and (ii) if this Lease shall be in full force and effect, Lessee shall have the right to extend the term of this Lease for a second renewal term of five (5) years, commencing on the day following the expiration of the initial renewal term, provided Lessee shall notify Lessor in writing no later than 180 days prior to the expiration of the initial renewal term (to wit: the 13/th/ day of September, 1996) that Lessee is exercising its right to extend the Lease. Notwithstanding the foregoing, any such extension shall be subject to the approval of the Independent Fiduciary.
Second Extension Option. Celgene shall have the right to elect to extend the Option Term beyond the First Extension Phase (“Second Extension Option”) for an additional [**] months following the end of the First Extension Phase (“Second Extension Phase”). Celgene may exercise the Second Extension Option by (i) providing written notice to Agios of such election, and (ii) paying to Agios [**] Dollars (US$[**]) within [**] days following the end of the First Extension Phase. Such written notice shall be provided at least [**] months prior to the end of the First Extension Phase (or within [**] days following the Second Extension Option Trigger Event, as applicable); provided that, if the Parties enter into the Extended Initial Phase and such Extended Initial Phase continues until [**] following the end of the original Initial Phase, then such notice need not be provided until at least [**] months prior to the end of the First Extension Phase.
Second Extension Option. See §2.12(a).
Second Extension Option. The Borrower may, by notice to the Lenders, given not more than 60 days and not less than 30 days prior to the second anniversary of the Closing Date request that the Lenders extend the Maturity Date for an additional 364 days from the existing Maturity Date. Each Lender shall, by notice to the Borrower and the Agent given not later than the 15th day prior to the second anniversary of the Closing Date, advise the Borrower whether or not it agrees to extend the Maturity Date for an additional 364 days. Each decision by a Lender shall be in the sole discretion of such Lender, and any Lender that has not so advised the Agent by the 15th day prior to the second anniversary of the Closing Date shall be deemed to have declined to agree to such extension. If all of the Lenders timely agree in writing to extend the existing Maturity Date for an additional 364 day period, then the Maturity Date shall be automatically extended to the date 364 days from the then existing Maturity Date.