Second Extension Option. Tenant shall have the option to extend this Lease (the "Second Extension Option") for one additional term of three (3) 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 (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) 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 subsection 51.2(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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period. (e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Samples: Lease Agreement (Shutterfly Inc)
Second Extension Option. Tenant Provided Borrower has properly exercised the First Extension Option, Borrower shall have the option right to extend this Lease the Fixed Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option"”; the period commencing on the first (1st) for one additional term of three (3) years (day following the "First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Period"Term”), upon provided that all of the terms and following conditions hereinafter set forthare satisfied:
(a) If no monetary Default or monetary Mortgage Loan Default and no Event of Default or Mortgage Loan Event of Default shall have occurred and be continuing at the time the Second Extension Option is exercised, then exercised and on the Base Rent per annum for such date that the Second Extension Period Term is commenced;
(b) Borrower shall notify Lender of its election to exercise the "Second Extension Option Rent"not earlier than six (6) shall be the Fair Market Rental Value for the Premises months, and no later than one (or if Tenant elects a Partial Renewal pursuant 1) month, prior to Section 51.5, the Renewal Space) 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 subsection 51.2(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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.;
(c) It if the Interest Rate Cap Agreement is understood scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and agreed that deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee in connection with Term, one or more Replacement Interest Rate Cap Agreements from an assignment Acceptable Counterparty which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate Term and shall thereafter be null and void.have a maturity date not earlier than the Second Extended Maturity Date;
(d) Tenant's exercise the maturity date of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of Mortgage Loan shall have been extended to the Second Exercise Notice or at Extended Maturity Date on the commencement of same terms and conditions as in effect on the Second Extension Period.date hereof; and
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise maturity date of the First Extension Option Additional Mezzanine Loan, if the Additional Mezzanine Loan is ineffectivethen outstanding, shall be extended to the Second Extended Maturity Date on the same terms and conditions as in effect on the date hereof.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Second Extension Option. Tenant Provided Borrower has properly exercised the First Extension Option, Borrower shall have the option right to extend this Lease the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option") for one additional term of three (3) years (”; 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 Period"Term”), upon provided that all of the terms and conditions hereinafter set forthfollowing requirements are satisfied:
(a) If 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, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as of the date Borrower exercises the Second Extension Option is exercised, then the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) and as of the commencement date 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 subsection 51.2(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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.;
(c) It If the Interest Rate Cap Agreement is understood scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and agreed that assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee in connection with Term, one or more Replacement Interest Rate Cap Agreements from an assignment Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and shall thereafter be null and void.(iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Tenant's exercise Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Second Extension Option shall, if Landlord so elects Extended Maturity Date in its absolute discretion, be ineffective in accordance with the event that a Monetary Default by Tenant remains uncured at the time of delivery terms of the Second Exercise Notice or at the commencement of the Second Extension Period.Mezzanine Loan Agreement;
(e) The Second Extension Option shall terminate Borrower executes and shall thereafter be null and void delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the event Tenant does not exercise date to which the First Extension Option Extended Maturity Date has been extended (without any other amendments or confirmations); and
(f) Borrower reimburses Lender for any reason Tenant's exercise of all costs and expenses reasonably incurred by Lender in processing the First Extension Option is ineffectiveextension request, including, without limitation, reasonable legal fees and expenses.
Appears in 1 contract
Second Extension Option. Tenant Provided Borrower has properly exercised the First Extension Option, Borrower shall have the option right to extend this Lease the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option") for one additional term of three (3) years (”; 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 Period"Term”), upon provided that all of the terms and conditions hereinafter set forthfollowing requirements are satisfied:
(a) If 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, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as of the date Borrower exercises the Second Extension Option is exercised, then the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) and as of the commencement date of the Second Extension Option for such 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 Period.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;
(bd) The Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement;
(e) Both (i) the Additional Extension Option must be exercised 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 TenantLender 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, if at alland Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, only at among other things, the time 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 manner provided landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this subsection 51.2(bclause (e)(ii) (but not clause (e)(i).) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) If Tenant wishes Borrower shall pay to exercise Lender on the Second Extension OptionFirst Extended Maturity Date, Tenant must, on or before the date occurring nine an extension fee equal to three-eighths of one percent (90.375%) months before the expiration of the First Extension Period (but not before the date that is twelve (12) months before the expiration Outstanding Principal Balance of the First Extension Period), exercise Loan;
(ii) the Second Extension Option by delivering written notice (the "Second Exercise Notice") to Landlord. If Tenant timely and properly exercises its Second Extension Option, the Lease Term shall be extended Applicable Interest Rate for the Second Extension Period upon Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.2(b)(ix); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions set forth in the Lease, as amended, except that the rent for the Second Extension Period shall be as provided in subsection 51.2(aof Section 3.1.21 (a) and Tenant shall have no further options to extend the Lease Term(b) hereof.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Second Extension Option. Tenant Provided Borrower has properly exercised the First Extension Option, Borrower shall have the option right to extend this Lease the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option") for one additional term of three (3) years (”; 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 Period"Term”), upon provided that all of the terms and conditions hereinafter set forthfollowing requirements are satisfied:
(a) If 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 is exercised, then the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) and as of the commencement date of the Second Extension Option for such 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 Period.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;
(bd) The 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 Option must be exercised 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 TenantLender 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, if at alland Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, only at among other things, the time 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 manner provided landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided, however, that the foregoing condition set forth in this subsection 51.2(bclause (e)(ii) (but not clause (e)(i).) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;
(f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);
(g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and
(h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:
(i) If Tenant wishes Borrower shall pay to exercise Lender on the Second Extension OptionFirst Extended Maturity Date, Tenant must, on or before the date occurring nine an extension fee equal to three-eighths of one percent (90.375%) months before the expiration of the First Extension Period (but not before the date that is twelve (12) months before the expiration Outstanding Principal Balance of the First Extension Period), exercise Loan;
(ii) the Second Extension Option by delivering written notice (the "Second Exercise Notice") to Landlord. If Tenant timely and properly exercises its Second Extension Option, the Lease Term shall be extended Applicable Interest Rate for the Second Extension Period upon Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;
(iii) all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and
(iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions set forth in the Lease, as amended, except that the rent for the Second Extension Period shall be as provided in subsection 51.2(aof Sections 3.1.19(a) and Tenant shall have no further options to extend the Lease Term(b) hereof.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Second Extension Option. Tenant Provided Borrower has properly exercised the First Extension Option, Borrower shall have the option right to extend this Lease the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option") for one additional term of three (3) years (”; 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 Period"Term”), upon provided that all of the terms and conditions hereinafter set forthfollowing requirements are satisfied:
(a) If 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 is exercised, then the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) and as of the commencement date 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 subsection 51.2(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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.;
(c) It If the Interest Rate Cap Agreement is understood scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and agreed that assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee in connection with Term, one or more Replacement Interest Rate Cap Agreements from an assignment Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and shall thereafter be null and void.(iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Tenant's exercise Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extension Option shall, if Landlord so elects Extended Maturity Date in its absolute discretion, be ineffective in accordance with the event that a Monetary Default by Tenant remains uncured at the time of delivery terms of the Second Exercise Notice or at the commencement of the Second Extension Period.Mortgage Loan Agreement;
(e) The Second Extension Option shall terminate Borrower executes and shall thereafter be null and void delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the event Tenant does not exercise date to which the First Extension Option Extended Maturity Date has been extended (without any other amendments or confirmations); and
(f) Borrower reimburses Lender for any reason Tenant's exercise of all costs and expenses reasonably incurred by Lender in processing the First Extension Option is ineffectiveextension request, including, without limitation, reasonable legal fees and expenses.
Appears in 1 contract
Second Extension Option. Tenant shall have the option to extend this Lease (the "“Second Extension Option"”) for one additional term of three five (35) 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 (the "“Second Option Rent"”) shall be an amount equal to the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) 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 subsection Section 51.2(b).
(i) If Tenant wishes to exercise the Second Extension Option, Tenant must, on or before the date occurring nine twelve (912) months before the expiration of the First Extension Period (but not before the date that is twelve fifteen (1215) months before the expiration of the First Extension Period), exercise the Second Extension Option by delivering written notice (the "“Second 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 rent Base Rent for the Second Extension Period shall be as provided in subsection Section 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 the initially named Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant's ’s entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's ’s exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary (i) an Event of Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension PeriodPeriod or (ii) Tenant shall have reduced the size of the Premises below the size of the initial Premises by written agreement with Landlord.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's ’s exercise of the First Extension Option is ineffective.
Appears in 1 contract
Second Extension Option. Tenant shall have the option to extend this Lease (the "Second Extension Option") for one additional term of three five (35) years (the "Second Extension Period"), upon the terms and conditions hereinafter set forth:
(a) If the Second Extension Option is exercised, then the Base Basic Annual Rent per annum for such Second Extension Period (the "Second Option Rent") shall be equal to 95% of the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) as of the commencement of the Second Extension Option for such Second Extension Period; provided, however, that the Second Option Rent shall in no event be less than Basic Annual Rent scheduled to be paid during the year immediately prior to the commencement of the 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 subsection 51.2(b41.2(b).
(i) If Tenant wishes to exercise the Second Extension Option, Tenant must, on or before the date occurring nine six (96) months before the expiration of the First Extension Period (but not before the date that is twelve nine (129) months before the expiration of the First Extension Period), exercise the Second Extension Option by delivering written notice (the "Second 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a41.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Leasea Permitted Assignment. In the event of any assignment of the Lease (other than a Permitted Assignment) or subletting (other than a Permitted Sublease) of the Premises or any part thereof (other than to a Permitted Transferee)thereof, the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Samples: Lease (Celera CORP)
Second Extension Option. Tenant Borrower shall have the option right to extend this Lease the term of the Loan beyond the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option"”; and the period commencing on the first (1st) for one additional term of three (3) years (day following the "First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Period"Term”), upon provided that all of the terms and following conditions hereinafter set forthare satisfied or waived by Lender in writing:
(a) If no monetary Default nor any Event of Default shall have occurred and be continuing at the time the Second Extension Option is exercised, then exercised or on the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) as of the commencement of date that the Second Extension Option for such Second Extension Period.Term commences;
(b) The Second Extension Option must be exercised by Tenant, if at all, only at the time and Borrower shall notify Lender in the manner provided in this subsection 51.2(b).
(i) If Tenant wishes writing of its irrevocable election to exercise the Second Extension Option, Tenant must, on or before the date occurring nine Option no less than ninety (990) months before the expiration of days prior to 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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.Extended Maturity Date;
(c) It is understood and agreed that not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Option hereby granted is personal to Tenant Term, all accrued and is not transferable except to Permitted Transferee unpaid interest (excluding Contingent Interest due under the Contingent Interest Promissory Note) and any unpaid or unreimbursed amounts in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting respect of the Premises Loan and any other sums then due to Lender hereunder or under any part thereof (of the other than to a Permitted Transferee), the Second Extension Option Loan Documents shall automatically terminate and shall thereafter be null and void.have been paid in full;
(d) Tenant's exercise Borrower shall have deposited into the Interest Reserve Account the Extension Interest Reserve Replenishment Amount no later than fifteen (15) days immediately preceding the first (1st) day of the Second Extension Option shallTerm, if Landlord so elects which Extension Interest Reserve Replenishment Amount shall be applied by Lender in its absolute discretion, be ineffective in accordance with Section 7.2.2 hereof;
(e) Borrower shall have deposited into the event that a Monetary Default by Tenant remains uncured at Tax and Insurance Escrow Account the time of delivery of Extension Tax and Insurance Reserve Replenishment Amount not later than fifteen (15) days immediately preceding the Second Exercise Notice or at the commencement first (1st) day of the Second Extension Period.Term, which Extension Tax and Insurance Reserve Replenishment Amount shall be applied by Lender in accordance with Section 7.1 hereof;
(ef) The Second Extension Option Borrower shall terminate have delivered to Lender a “110.5A” (extension of maturity date) endorsement to the Title Insurance Policy; and
(g) Borrower shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall thereafter Borrower be null and void required to pay any such fees, costs or expenses in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise excess of the First Extension Option is ineffective$20,000.
Appears in 1 contract
Second Extension Option. Tenant To the extent Borrower properly exercises the First Extension Option, Borrower shall have the right and option to extend the First Extension Maturity Date to a date ending upon the expiration of the Second Extension Period (“Second Extension Option”). The Second Extension Option shall be granted to Borrower only if all of the following conditions have been simultaneously satisfied as of the commencement date of the Second Extension Period (unless an earlier date is specified hereinbelow):
(i) receipt by Bank of an Extension Request from Borrower not less than forty-five (45) days prior to the First Extension Maturity Date but not more than ninety (90) days prior to the First Extension Maturity Date;
(ii) Borrower’s satisfaction of all those requirements contained in Section 5.1 hereof has occurred;
(iii) payment to Bank in cash, of the Extension Fee; provided, however at the time of the Second Extension Option, Borrower may elect by written notice to Bank to curtail any un- advanced portion of the Loan Amount and in such event, the Extension Fee shall be computed only on the outstanding principal balance due under the Note
(iv) no Event of Default shall have occurred and be then existing;
(v) no Material Adverse Change shall have occurred;
(vi) receipt by Bank (at Borrower’s sole cost and expense) in form and substance acceptable to Bank dated within thirty (30) days of the First Extension Maturity Date of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or equal to sixty percent (60%); provided that, in the event such Loan-to-Value Ratio requirement is not satisfied, Borrower shall have the option to extend this Lease (pay down the "Second Extension Option") for one additional term of three (3) years (outstanding principal balance due under the "Second Extension Period")Note, upon the terms and conditions hereinafter set forth:in such an amount as is necessary to satisfy such Loan- to-Value Ratio requirement;
(avii) If to the Second Extension Option is exercisedextent Bank shall have reasonably determined that any of the Accounts are then currently underfunded in Bank’s reasonable discretion, then Borrower shall have effectuated additional deposits into such Accounts to satisfy such concern;
(viii) Borrower shall have provided Bank with written evidence reasonably satisfactory to Bank that the Base Rent per annum for Debt Service Coverage Ratio shall then equal or exceed 1.40x; provided that, in the event such Second Extension Period (Debt Service Coverage Ratio requirement is not satisfied, Borrower shall have the "Second Option Rent") shall be option to pay down the Fair Market Rental Value for outstanding principal balance due under the Premises (or if Tenant elects a Partial Renewal pursuant amount, in such an amount as is necessary to Section 51.5, the Renewal Space) as of the commencement of the Second Extension Option for satisfy such Second Extension PeriodDebt Service Coverage Ratio requirement.
(bix) The Second Extension Option must be exercised by Tenantat Bank’s election, if at allBank shall have received an updated title report from the Title Company showing the Security Instrument as a prior and paramount lien on the Premises, only at that title to the time Land is vested in Borrower and in that no claim for mechanics’ or materialmen’s liens then encumber the manner provided in this subsection 51.2(b).Premises; and
(ix) 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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant Borrower shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.
(c) It is understood paid all reasonable costs and agreed that the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee expenses incurred by Bank in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee)such extension, the Second Extension Option shall automatically terminate including without limitation, underwriting, title and shall thereafter be null legal fees and voidcosts.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Samples: Loan Agreement (VictoryBase Corp)
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 three five (35) 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 (the "Second Option Rent") shall be an amount equal to the Fair Market Rental Value for the Renewal Space or Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Spaceas 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 subsection 51.2(bSection 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 rent Base Rent for the Second Extension Period shall be as provided in subsection 51.2(aSection 51.3(a) and Tenant shall have no further options to extend the Lease TermTerm except for the Third Extension Option.
(ii) If Tenant fails to deliver a timely Second Interest Notice or 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 or subletting of the Premises or any part thereof this Lease (other than to a Permitted TransfereeTransferee 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 Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary an Event of Default by Tenant remains uncured at the time of delivery of the Second Option Exercise Notice (provided that Landlord must exercise such option to nullify the effectiveness of Tenant's exercise by notice delivered to Tenant within twenty (20) business days following the date of Tenant's delivery of Tenant's Second Option Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter Landlord will be null and void in the event Tenant does not exercise the First Extension Option or for any reason deemed to have waived its right to nullify Tenant's exercise of the First Second Extension Option is ineffectiveOption).
Appears in 1 contract
Samples: Lease Agreement (Penumbra Inc)
Second Extension Option. Subject to the provisions hereinafter set forth, ----------------------- Landlord hereby grants to Tenant shall have the an option to extend the Term of this Lease (on the "Second same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, but only if Tenant has previously exercised or concurrently exercises its option to extend the Term for the First Extension Option") Period, for one additional term period of three five (35) 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 (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) 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 subsection 51.2(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 after the expiration of the First Extension Period), exercise the which Second Extension Option by delivering written notice Period shall commence on January 1, 2026 (the "Second Exercise NoticeExtension Period Commencement Date") and end on December 31, 2030.
X. Xxxx option shall be exercisable by written notice from Tenant to LandlordLandlord of Tenant's election to exercise said option given not later than the date which is eighteen (18) months prior to the Second Extension Period Commencement Date. If Tenant's option is not so exercised, then, except as otherwise provided in Paragraph D of this Section 42, said option shall thereupon expire.
B. Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Xxxxxx's exercise of said option and on the Second Extension Period Commencement Date this Lease is in full force and effect and Tenant is not in Default in payment of Rent or any other monetary obligation under this Lease.
X. Xxxx per square foot of Rentable Area of the Premises payable during the Second Extension Period with respect to all space included in the Premises as of the Second Extension Period Commencement Date shall be equal to ninety five percent (95%) of the Market Rental Rate (as hereinafter defined in Section 43). Landlord shall give Tenant written notice of the Market Rental Rate and the Rent payable during the Second Extension Period within thirty (30) days following written request by Xxxxxx made not earlier than twenty one (21) months prior to the Second Extension Period Commencement Date. If Tenant disagrees with Xxxxxxxx's determination, then Tenant shall notify Landlord as provided in Section 43C, and such dispute shall be determined in accordance with the provisions of Section 43C.
D. If for any reason other than Tenant's failure to timely and properly exercises its Second Extension Optionrequest Market Rental Rate or otherwise comply with provisions of this Section on a timely basis, the Lease arbitrators fail to arrive at a determination of Market Rental Rate by a date which is 90 days prior to the date on which Tenant must elect to exercise its option to extend the Term, then the date for Tenant's exercise of its option and the Term shall be extended day for day by each day after such 90th day until such arbitrators' determination is made (but by not more than 90 days in the aggregate). No such extension shall affect the date on which the Second Extension Period upon all is to end. Until determination of the terms Market Rental Rate, Rent shall be payable for the limited extension period at a rate equal to the greater of the last rate of Rent payable under the Lease and conditions set forth in Tenant's determination of Market Rental Rate. Once Market Rental Rate is determined, if different from the Leaserate theretofore paid by Tenant, it shall be payable retroactive to the expiration of the Term at the Market Rental Rate, and the parties shall 61 promptly refund or pay the excess or difference as amendednecessary. If the option is exercised, except that the rent for the Second Extension Period shall be as provided deemed to have commenced on the date stated in subsection 51.2(athis Lease.
E. If Tenant has validly exercised said option, then within thirty (30) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to this lease confirming the terms, conditions and provisions applicable to the Second Extension Period as determined in accordance herewith, with such revisions to the rental provisions of this lease as may be necessary to conform such provisions to the new rental rate.
F. Tenant shall not have no further options any option to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise term of this lease beyond 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement expiration of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.
Appears in 1 contract
Second Extension Option. Tenant shall also have the option to extend this Lease (the "“Second Extension Option"”) with respect to the Premises for one 3489-000151321/1351 Harbor Bay Pkwy -61- additional term of three five (35) 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 (the "Second Option Rent") shall be an amount equal to the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Spaceas 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 subsection 51.2(bSection 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 rent Base Rent for the Second Extension Period shall be as provided in subsection 51.2(aSection 51.3(a) and Tenant shall have no further options to extend the Lease TermTerm except for the Third Extension Option.
(ii) If Tenant fails to deliver a timely Second Interest Notice or 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 or subletting of the Premises or any part thereof this Lease (other than to a Permitted TransfereeTransferee 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) TenantXxxxxx's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary an Event of Default by Tenant remains uncured at the time of delivery of the Second Option Exercise Notice (provided that Landlord must exercise such option to nullify the effectiveness of Tenant's exercise by notice delivered to Tenant within twenty (20) business days following the date of Tenant's delivery of Tenant's Second Option Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter Landlord will be null and void in the event Tenant does not exercise the First Extension Option or for any reason deemed to have waived its right to nullify Tenant's exercise of the First Second Extension Option is ineffectiveOption).
Appears in 1 contract
Samples: Lease Agreement (Penumbra Inc)
Second Extension Option. Tenant shall have the option to extend this Lease (the "“Second Extension Option"”) for one additional term of three five (35) 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 (the "“Second Option Rent"”) shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) 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 subsection 51.2(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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant's ’s entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's ’s exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary (i) an Event of Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension PeriodPeriod or (ii) Tenant shall have reduced the size of the Premises below 23,993 rentable square feet by agreement with Landlord or pursuant to an express right in this Lease.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's ’s exercise of the First Extension Option is ineffective.
Appears in 1 contract
Samples: Lease Agreement (Veritone, Inc.)
Second Extension Option. (a) Tenant shall have the option right to extend the First Extension Term of this Lease for an additional term of five (5) years commencing on the day following the expiration of the First Extension Term of this Lease (hereinafter referred to as the "Commencement Date of the Second Extension Term") and ending on the day preceding the fifth anniversary of the Commencement Date of the Second Extension Term (such additional term is hereinafter called the "Second Extension OptionTerm") for one additional term of three provided that:
A. Tenant shall give Landlord notice (3) years (hereinafter called 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 (the "Second Option RentNotice") of its election to extend the term of this Lease, which notice shall be given at least eleven (11) months, but not more than twelve (12) months, prior to the Fair Market Rental Value for expiration date of the First Extension Term of this Lease; and
B. Tenant (w) is the Tenant, or a subsidiary, parent or Affiliate of the Tenant, originally named herein, (x) actually occupies all of the Leased Premises (or if Tenant elects a Partial Renewal initially demised under this Lease and any space added to the Leased Premises pursuant to Section 51.5Paragraph 3 of this Exhibit C, (y) is not in default under this Lease or the Renewal Space) Original Lease as of the commencement time of the giving of the Second Extension Option for such Notice and the Commencement Date of the Second Extension PeriodTerm, and (z) Tenant shall have exercised the right to extend the Term of the Original Lease pursuant to Paragraph 2.1 of Exhibit C to the Original Lease.
(b) The Annual Base Rent payable by Tenant to Landlord during the Second Extension Option must Term shall be exercised the greater of (i) the product that results from multiplying ninety-five percent (95%) by Tenantthe fair market rent for the Leased Premises or (ii) the product that results from multiplying the Annual Base Rent payable during the twelve (12) month period preceding the Second Extension Term by 102%, if such product to be escalated by 2% on each anniversary of the Commencement Date of the Second Extension Term. Fair market rent shall be determined by Landlord, subject to the right of Tenant to arbitrate the amount of fair market rent as hereinafter provided. At least fifteen (15) months prior to the expiration of the First Extension Term, but in no event more than sixteen (16) months prior to the expiration of the First Extension Term, Tenant shall give Landlord notice of its desire to determine Landlord's good faith determination of the fair market rent for the Leased Premises applicable to the Second Extension Term. After Landlord receives such notice and at allleast fourteen (14) months prior to the expiration of the First Extension Term, only at Landlord shall give Tenant notice of such determination. The determination of fair market rent shall take into consideration fair market concessions available to a renewal tenant for comparable office space in Arlington County, Virginia. Notwithstanding anything to the time contrary, the Annual Base Rent during the Second Extension Term under this Lease and in the manner provided in this subsection 51.2(b)Original Lease shall be determined together such that the Annual Base Rent under both leases shall be the same amount on a per square foot basis.
(ia) If In the event Tenant wishes to exercise gives the Second Extension OptionNotice in accordance with the provisions of Paragraph 2.1, the Annual Base Rent determined under clause (i) of Paragraph 2.1
(b) is greater than the Annual Base Rent determined under clause (ii) of Paragraph 2.1(b) and Tenant mustthereafter disputes the fair market rent as determined by Landlord pursuant to Paragraph 2.1(b), then at any time on or before the date occurring nine ten (910) months before business days after Tenant has been notified by Landlord of the fair market rent, Tenant may initiate the arbitration provided for herein by giving notice to that effect to Landlord, and if Tenant so initiates the arbitration such notice shall specify the name and address of the person designated to act as an arbitrator on Tenant's behalf within ten (10) business days after Landlord receives such notice from Tenant, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within such ten (10) business day period, then Tenant may request the appointment of the second arbitrator in the same manner as hereinafter provided under this Paragraph 2.2
(a) for the appointment of a third arbitrator in a case where neither the two arbitrators appointed hereunder nor the parties are able to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) business days after the second arbitrator is appointed, and if, within ten (10) business days after the second arbitrator is appointed the two arbitrators do not agree upon the fair market rent, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within fifteen (15) business days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) business days. If the parties do not so agree, then Tenant, on behalf of itself and Landlord and on prior notice to Landlord, within twenty-five (25) business days after the appointment of the second arbitrator, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within ten (10) business days after such request is made, then Tenant may apply within five (5) business days after such ten (10) business day period, on notice to Landlord, to the District Court, Arlington County, Virginia (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator.
(b) Each party shall pay the fees and expenses of the original arbitrator appointed by or for such party, and all other expenses (not including the attorneys fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally, unless a third arbitrator is selected or appointed in which event all expenses of the parties, regardless of the nature of such expenses, and the fees and expenses of the third arbitrator shall be borne by the party by or for whom the arbitrator was appointed, which arbitrators determination of fair market rent is not selected by the third arbitrator in accordance with Paragraph 2.2(c) below.
(c) If a third arbitrator is chosen as provided in Paragraph 2.2(a) above, then such third arbitrator shall select either the fair market rent determined by the arbitrator appointed by or for Landlord or the fair market rent determined by the arbitrator selected by Tenant; the third arbitrator may not select any other amount, and may not "split the difference" between the determinations of the arbitrators selected or appointed by or for the parties. The third arbitrator shall so determine the fair market rent of the Leased Premises and render a written certified report of his determination to both Landlord and Tenant within ten (10) business days after appointment of the third arbitrator.
(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in first class buildings in Arlington County, Virginia. In addition, the third arbitrator (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant.
(e) In the event Tenant initiates the aforesaid arbitration process and as of the date of expiration of the First Extension Period (but not before initial Term of this Lease the date that is twelve (12) months before the expiration amount of the First Extension Period), exercise the Second Extension Option by delivering written notice (the "Second 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 fair market rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise NoticeTerm has not been determined, Tenant shall pay the amount determined by Landlord to 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffective.fair market rent under Paragraph 2.1
Appears in 1 contract
Samples: Office Lease (Hagler Bailly Inc)
Second Extension Option. Tenant shall If the Initial Maturity Date has been extended to the First Extended Maturity Date, Borrower will have the a one (1) time option to extend this Lease (the "“Second Extension Option"”) for one additional term the First Extended Maturity Date to the Second Extended Maturity Date, if (and only if) each of three the following conditions (3) years (collectively, the "“Second Extension Period"), upon Conditions”) have been satisfied within the terms and conditions hereinafter set forthapplicable time periods:
(ai) If Borrower shall have delivered to Lender written notice (“Second Extension Notice”) of Borrower’s decision to extend the First Extended Maturity Date pursuant to this Section 1.14(b) no earlier than one hundred twenty (120) days and no later than sixty (60) days prior to the First Extended Maturity Date. The Second Extension Notice, upon its delivery to Lender, shall be irrevocable; and
(ii) At the time Borrower gives the Second Extension Notice and on the First Extended Maturity Date, no Event of Default shall exist as certified by Borrower to Lender in a Certificate of No Event of Default to be executed by Borrower in favor of Lender dated and delivered to Lender as of the First Extended Maturity Date; and
(iii) On or before the First Extended Maturity Date, Borrower shall have paid all Loan Expenses incurred by Lender in connection with the Second Extension Option is exercisedincluding, then without limitation, the Base Rent per annum for such Second Option Extension Fee; and
(iv) Concurrently with the Second Extension Period (Notice, Borrower shall have delivered to Lender a duly completed Borrower’s Covenant Compliance Certificate certified as true and correct by an appropriate officer of the "Second Option Rent") shall be Managing Member of Borrower, containing a computation and a confirmation that the Fair Market Rental Value for the Premises (or if Tenant elects Property has a Partial Renewal pursuant to Section 51.5Debt Service Coverage Ratio of not less than 1.45:1.00, the Renewal Space) as of the commencement date of the Second Extension Option Notice, together with such supporting documentation necessary for Lender to determine such Second Extension Period.compliance. In the event that the foregoing Debt Service Coverage Ratio is not satisfied, Borrower may pay a principal payment on the Loan on or before the First Extended Maturity Date in such amount as determined by Lender that is necessary for the Property to meet the foregoing Debt Service Coverage Ratio; and
(bv) The Second Extension Option must be exercised by Tenant, if at all, only at the time Each representation and warranty made in the manner provided Loan Documents by a Loan Party shall continue to be true and correct in this subsection 51.2(b).all material respects as if remade on the First Extended Maturity Date; and
(ivi) If Tenant wishes On or before the First Extended Maturity Date, each Loan Party shall have delivered to exercise Lender its most current financial statements certified by an appropriate officer of the Managing Member of Borrower for Borrower and by an appropriate officer of Guarantor for Guarantor showing no Material Adverse Change and a certification from such Loan Party that since the date of such statements there has been no Material Adverse Change; and
(vii) On or before the First Extended Maturity Date, each Loan Party shall have delivered such documents reasonably required by Lender in connection with the Second Extension Option, Tenant mustincluding, on or before the date occurring nine (9) months before the expiration without limitation, a reaffirmation of the First Extension Period Guaranty (but not before the date that is twelve (12) months before the expiration of the First Extension Periodon a form acceptable to Lender), exercise the Second Extension Option by delivering written notice (the "Second 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second 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 Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of that any assignment or subletting of the Premises foregoing Second Extension Conditions is not satisfied strictly in accordance with the terms hereof or any part thereof (other than to a Permitted Transferee)waived by Lender in writing, the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of , and the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option Loan shall terminate and shall thereafter be null and void in the event Tenant does not exercise mature on the First Extension Option or for any reason Tenant's exercise of the First Extension Option is ineffectiveExtended Maturity Date.
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Samples: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Second Extension Option. Tenant shall have the option to extend this Lease (the "“Second Extension Option"”) for one additional term of three five (35) 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 (the "“Second Option Rent"”) shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) 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 subsection 51.2(b).
(i) If Tenant wishes to exercise the Second Extension Option, Tenant shall deliver written notice (the “Second Interest Notice”) to Landlord no less than twelve (12) months before the expiration of the First Extension Period.
(ii) After receipt of Tenant’s Second Interest Notice, Landlord shall deliver notice (the “Second Option Rent Notice”) to Tenant no less than ten (10) months before the expiration of the First Extension Period, stating the Second Option Rent, based on Landlord’s determination of the Fair Market Rental Value of the Premises as of the commencement of the Second Extension Period.
(iii) 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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) ), Tenant shall be entitled to a refurbishment allowance in the amount of $15.00 for each rentable square foot of area in the Premises, which shall be disbursed in the same manner as the Tenant Improvement Allowance, and Tenant shall have no further options to extend the Lease Term.
(iiiv) If Tenant wishes to contest the Second Option Rent stated in the Second Option Rent Notice, Tenant must provide, with the Second Exercise Notice, written notice to Landlord that Tenant objects to the stated Second Option Rent. If Tenant provides such written objection, the parties shall follow the procedure described in Section 51.4, and the Second Option Rent shall be determined as set forth in that section.
(v) If Tenant fails to deliver a timely Second Interest Notice or Second 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 transferable, except to Permitted Transferee in connection with an assignment assignee of Tenant's ’s entire interest in this Lease. In the event of any assignment Lease consented to by Landlord pursuant to Article 18 or subletting of the Premises or any part thereof (other than as to a Permitted Transferee), the Second Extension Option shall automatically terminate and shall thereafter be null and voidwhich Landlord’s consent is not required pursuant to Article 18.
(d) Tenant's ’s exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary an Event of Default by Tenant remains uncured at the time of delivery of the Second Interest Notice or the Second Exercise Notice or at the commencement of the Second Extension Period. If Tenant so requests in connection with its exercise of this option, Landlord will confirm whether or not there exists an uncured Event of Default at the times provided in this subparagraph.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's ’s exercise of the First Extension Option is ineffective.
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Second Extension Option. Tenant shall have Provided the option term has been extended for the First Extension Period as provided in Section 2.5(1), Borrower may, at its option, extend the term of the then outstanding principal amount for a period of one (1) year to extend this Lease the second anniversary of the original Maturity Date (the "Second Extension Option") for one additional term of three applicable period being, the (3) years (the "Second Extension Period"), upon subject to the terms and conditions hereinafter set forthsatisfaction of the following conditions:
(a) If the Second Extension Option is exercised, then the Base Rent per annum for such Second Extension Period Borrower shall notify (the "Second Option RentExtension Notice") shall be Administrative Agent of Borrower's exercise of such option between sixty (60) and one hundred twenty (120) days prior to the Fair Market Rental Value for last day of the Premises First Extension Period;
(b) No Potential Default or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) Event of Default has occurred and is continuing as of the commencement date of the Second Extension Option for such Second Extension Period.
(b) The Second Extension Option must be exercised by TenantNotice, if at all, only at as of the time and in the manner provided in this subsection 51.2(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 last day of the First Extension Period or would result from the extension of the maturity of the Loans for the Second Extension Period;
(but c) Not less than 90% of the rentable area of the Project is leased to tenants under Approved Leases, which tenants are in occupancy of the premises demised thereunder and have commenced paying rent thereunder and none of which tenants is in material default under its Approved Lease;
(d) The Loan to Value Ratio as of the last day of the First Extension Period does not exceed 50%, based on the Appraisal obtained by Administrative Agent under Section 2.5(1)(d) above;
(e) The Debt Service Coverage Ratio as of the end of the calendar quarter most recently ended on the last day of the First Extension Period shall be equal to or greater than 1.55:1.00;
(f) If the Hedge Agreement in effect at the time of Borrower's giving of the Second Extension Notice is scheduled to mature or expire prior to the end of the Second Extension Period, Borrower shall have obtained and delivered to Administrative Agent not later than ten (10) Business Days prior to the first day of the Second Extension Period one or more replacement Hedge Agreements which meet the requirements of Section 9.15 which shall be effective on or before the beginning of the Second Extension Period and shall have a maturity date that not earlier than the end of the Second Extension Period;
(g) The expiration date of any Collateral Letters of Credit, if still outstanding pursuant to the terms of this Agreement or any other Loan Document, shall be extended to a date which is twelve thirty (1230) months before days beyond the expiration end of the Second Extension Period;
(h) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Second Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been submitted promptly to Administrative Agent;
(i) In the reasonable opinion of Administrative Agent, there shall not have occurred any Material Adverse Effect;
(j) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and legal fees; all such costs and expenses shall be due and payable upon demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents;
(k) Not later than the last day of the First Extension Period), exercise (i) the Second Extension Option by delivering written notice (the "Second 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant extension shall have no further options been documented to extend the Lease Term.
Lenders' satisfaction and consented to by Borrower, Administrative Agent and all the Lenders, including the execution and delivery by the Guarantors of reaffirmations of their respective obligations under the Guaranty and (ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise NoticeAdministrative Agent shall have been provided with an updated title report and judgment and lien searches, Tenant and appropriate title insurance endorsements shall be considered to have elected not to exercise the Second Extension Option.been issued as required by Administrative Agent; and
(cl) It is understood and agreed that Borrower shall pay to Administrative Agent (for the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting benefit of the Premises or any part thereof (other than to a Permitted Transferee), Lenders in accordance with their proportionate shares) on the Second Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant's exercise of the Second Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery of the Second Exercise Notice or at the commencement of the Second Extension Period.
(e) The Second Extension Option shall terminate and shall thereafter be null and void in the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise last day of the First Extension Option is ineffectivePeriod a non-refundable extension fee equal to 0.15% of an amount equal to the outstanding principal amount at such time. Any such extension shall be otherwise subject to all of the other terms and provisions of this Agreement and the other Loan Documents.
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Second Extension Option. Tenant Borrower shall have the option right to extend this Lease the First Extended Maturity Date to the Second Extended Maturity Date (the "“Second Extension Option"”; and the period commencing on the first (1st) for one additional term of three (3) years (day following the "First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “Second Extension Period"Term”), upon provided that all of the terms and following conditions hereinafter set forthare satisfied:
(a) If no monetary Default nor any Event of Default shall have occurred and be continuing at the time the Second Extension Option is exercised, then exercised or on the Base Rent per annum for such Second Extension Period (the "Second Option Rent") shall be the Fair Market Rental Value for the Premises (or if Tenant elects a Partial Renewal pursuant to Section 51.5, the Renewal Space) as of the commencement of date that the Second Extension Option for such Second Extension Period.Term commences;
(b) The Second Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this subsection 51.2(b).
(i) If Tenant wishes Borrower shall notify Lender of its irrevocable election to exercise the Second Extension OptionOption not earlier than six (6) months, Tenant mustand not later than thirty (30) days, on or before the date occurring nine (9) months before the expiration of prior to 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 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 rent for the Second Extension Period shall be as provided in subsection 51.2(a) and Tenant shall have no further options to extend the Lease Term.
(ii) If Tenant fails to deliver a timely Second Interest Notice or Second Exercise Notice, Tenant shall be considered to have elected not to exercise the Second Extension Option.Extended Maturity Date;
(c) It if the Interest Rate Cap Agreement is understood scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and agreed that deliver to Lender not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Option hereby granted is personal to Tenant and is not transferable except to Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment Term, a Replacement Interest Rate Cap Agreement (or subletting extension of the Premises existing Interest Rate Cap Agreement) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement (or any part thereof extension of the existing Interest Rate Cap Agreement) shall (other than to a Permitted Transferee), i) be effective commencing on the first (1st) day of the Second Extension Option shall automatically terminate Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and shall thereafter be null and void.(iii) have a maturity date not earlier than the Second Extended Maturity Date;
(d) Tenant's exercise not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Option shallTerm, if Landlord so elects all accrued and unpaid interest and any unpaid or unreimbursed amounts in its absolute discretion, be ineffective in the event that a Monetary Default by Tenant remains uncured at the time of delivery respect of the Second Exercise Notice Loan and any other sums then due to Lender hereunder or at under any of the commencement other Loan Documents shall have been paid in full;
(e) not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Period.Term, Borrower shall have deposited with Lender in immediately available funds, for deposit by Lender into the Interest Reserve Account, an amount equal to the difference between (i) the aggregate amount of Debt Service that Lender reasonably estimates will be due and payable during the Second Extension Term calculated at an interest rate equal to the then applicable Strike Price plus the then applicable Spread, less (ii) the amount on deposit in the Interest Reserve Fund as of the day immediately preceding the first (1st) day of the Second Extension Term, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Lender as set forth in Section 7.2 hereof;
(ef) The not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Option Term, Borrower shall terminate have made a deposit to the Tax and Insurance Escrow Fund to cover Taxes and Insurance Premiums coming due following the first (1st) day of the Second Extension Term through the duration of the Second Extension Term, based on the same criteria used by Lender to determine the amount deposited to the Tax and Insurance Escrow Fund on the Closing Date, which amount thereafter shall constitute a part of the Tax and Insurance Escrow Fund and shall thereafter be null held and void disbursed by Lender as set forth in Section 7.1 hereof;
(g) Borrower shall have delivered to Lender a “110.5A” (extension of maturity date) endorsement to the event Tenant does not exercise the First Extension Option or for any reason Tenant's exercise Title Insurance Policy;
(h) Borrower shall have paid to Lender an extension fee equal to one percent (1.0%) of the First Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first (1st) day of the Second Extension Option is ineffectiveTerm; and
(i) Borrower shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrower be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).
Appears in 1 contract
