Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect. 2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows: (i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information. (ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information. (iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease. 2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect. 2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Lease Agreement (Equinix Inc)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as Provided no Event of Default has occurred and is subsistingthen exists, Tenant shall, subject shall have the right and option to extend this Lease for two (2) consecutive periods of five (5) years each (each a “Renewal Term”) under the same terms and conditions contained herein, have three as stated in this Lease (3) options to extend the Term (each, each an “Extension Option”) specified in Item 7 by delivering written notice of the Basic Lease Information exercise thereof to extend Landlord between fifteen (15) months and nine (9) months before the Term with respect to the entire Tenant Space, each for an additional term expiration of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold term of this Lease. Promptly after the expiry of the Extension Term beyond the 3rd Extension Term; Market Rental Rate (iias defined below) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Optionhas been established, Landlord and Tenant shall execute an amendment reflecting to this Lease extending the term of this Lease on the same terms provided in this Lease, except as follows:
(a) The Base Rent payable for each month during each such exercise. Notwithstanding anything Renewal Term shall be determined utilizing the Market Rental Rate; (b) Tenant shall have no further renewal options unless expressly provided for pursuant to this Section 3 or granted by Landlord in writing; (c) Landlord shall lease to Tenant the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffectivePremises in its then-current condition, and Landlord shall only provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements that are generally available to tenants renewing leases of no force space comparable to this Lease (the amount of the Market Rental Rate shall reflect the provision of any such market allowances or effect ifother tenant inducements) unless Tenant elects in its renewal notice to lease the Premises for the applicable Renewal Term without the benefit of any such market allowances and/or inducements (in which case the Market Rental Rate shall reflect the same); and (d) the Cam Base Year and Tax Base Year shall each be modified to become the first calendar year of the applicable Renewal Term and rental obligations relative to Operating Expenses and Taxes shall be adjusted accordingly. The term “Market Rental Rate” will mean the arms-length fair market annual rental rate per rentable square foot that Landlord and owners of Comparable Properties (as defined in Section 4(A)(2) above) are, on the date on which Tenant delivers an Option Exercise Notice or on about the date on which the Market Rental Rate is being determined, charging for space comparable to the Premises. The determination of Market Rental Rate shall take into account any material economic differences between the terms of this Lease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses, taxes and electrical expenses. The determination of Market Rental Rate shall also take into consideration (1) any reasonably anticipated changes in the Market Rental Rate from the time such rate is being determined and the time such rate will become effective under this Lease, (2) the location, quality and age of the building, (3) floor level on which space is located, (4) any rental abatement, lease takeovers and/or assumptions, moving expenses and other concessions, (5) the term of the lease or renewal thereof, (6) the extent of the services to be provided, (7) the distinction between a “gross” and a “net” lease, (8) the base year or estimated basic cost per square foot for escalation purposes (including operating costs, insurance and ad valorem taxes), (9) the time the particular rental rate under consideration became or is to become effective, and (10) any other relevant term or condition. Landlord shall provide Tenant with Landlord’s good faith determination of the Market Rental Rate for the applicable Renewal Term not later than thirty (30) days after Tenant exercises the applicable Extension Term is scheduled Option. Tenant shall elect, within thirty (30) days thereafter, in a writing delivered to commence there Landlord to either (i) accept Landlord’s determination of such Market Rental Rate (in which case the Lease shall be deemed renewed for the applicable Renewal Term at such rate), or (ii) reject the same in which case the Market Rental Rate for the applicable Renewal Term will be determined in accordance with the process identified below in this Section 3. Failure by Tenant to provide such election within such 30-day time period shall constitute Tenant’s election under clause (ii) of the preceding sentence. The option herein granted shall be deemed to be personal to Tenant, and if Tenant subleases the entire Premises or otherwise assigns or transfers any interest thereof to another party such option shall lapse, unless such assignment, sublease or transfer was (x) a Permitted Transfer, or (y) at the time of Tenant’s exercise of an uncured Event Extension Option the total aggregate amount of Defaultspace subleased (or transferred) is less than half of the entire area of the Premises. If Tenant rejects or is deemed to have rejected Landlord’s determination of the Market Rental Rate for the applicable Renewal Term, then Landlord and Indemnifier Tenant shall forthwith execute and deliver such documentation as reasonably required by Landlord meet in an effort to give effect negotiate, in good faith, the Market Rental Rate applicable to the foregoing extensionPremises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) days, then Landlord and Tenant shall attempt to agree, in good faith, upon a single broker not later than fifteen (15) business days thereafter who shall determine the Market Rental Rate for the Premises. If Landlord and Tenant are unable to agree upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker not later than twenty (20) business days thereafter. Not later than ten (10) business days after the appointment of the second broker, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the single broker appointed shall determine the Market Rental Rate. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Market Rental Rate. If a single broker is chosen, then such broker shall determine the Market Rental Rate applicable to the Premises. Otherwise, the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. Landlord and Tenant shall instruct the brokers to complete their determination of the Market Rental Rate not later than fifteen (15) business days after the appointment of the final broker. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the single or third broker if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of Comparable Properties and shall be a licensed real estate broker.
Appears in 1 contract
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options Borrower may elect to extend the Term term of the Initial Maturity Date for up to two (i2) an initial term of eleven (11) months, and (ii) a subsequent termterms of twelve (12) months each (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable subject to the then current Term following terms and conditions:
(except as provided otherwise hereina) and Borrower shall have given Administrative Agent (who shall promptly notify the Indemnity Agreement shall remain in full force and effect, except that: (iLenders) there shall be no further right to extend, renew or overhold after the expiry written notice of ▇▇▇▇▇▇▇▇’s exercise of the Extension Term beyond option, by delivering a Request for Extension Term substantially in the 3rd Extension Term; form of Exhibit H no earlier than ninety (90) days, and at least thirty (30) days, before the Initial Maturity Date, or the extended Maturity Date, as applicable;
(b) no Default or Event of Default shall exist as of the date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) the Base Rent for the Extension Term is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be calculated true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the manner set out belowdate of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(iiie) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement payment of the Extension Term without Landlord being required Fee to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect Administrative Agent has been made by Borrower on or prior to the Tenant Space for each year of each Extension Term (Initial Maturity Date or the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Monthextended Maturity Date, as more particularly described applicable. If Administrative Agent determines in Item 9 its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and so long as no Default or Event of the Basic Lease Information.
Default exists (as set forth in (ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Optionabove), the Term term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Borrower, the Administrative Agent and each Lender may make such amendments to include this Agreement as the applicable Extension Term (and all references Administrative Agent determines to be reasonably necessary to evidence the Term extension. This Section shall be deemed to refer to supersede Section 9.11. For the Term specified in Item 6 avoidance of the Basic Lease Informationdoubt, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding notwithstanding anything to the contrary herein, any attempted exercise (i) the first Extension Term may be requested by Tenant ▇▇▇▇▇▇▇▇ and, subject to satisfaction of an Extension Option shallthe terms and conditions herein, at shall be granted by the election of Landlord, be invalid, ineffectiveLenders, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the (ii) any subsequent Extension Term is scheduled to commence there may be requested by ▇▇▇▇▇▇▇▇, and such request shall be an uncured Event granted or denied in the sole discretion of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extensionLenders.
Appears in 1 contract
Sources: Credit Agreement (Greystone Housing Impact Investors LP)
Extension Options. 2.3.1 Tenant acknowledges and agrees that Tenant has no options and/or rights to lease additional space at the Project and, except as otherwise expressly provided herein below, Tenant has no options and/or rights to extend the Extended Term. Subject to and in accordance with the terms and conditions of this Section 2.310, so long as no Event of Default has occurred and is subsisting, Landlord hereby grants to Tenant shall, subject up to the terms and conditions contained herein, have three two (32) options to extend the Extended Term (each, each an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space), each for an additional term a consecutive period of one hundred twenty five (1205) calendar months each years (collectively the “Extension Terms”, each an “Extension "Option Term”"), upon on the same terms, covenants and conditions and provisions applicable as provided for in the Amended Lease during the Extended Term except as otherwise provided below in this Section 10. Monthly Base Rent shall initially be equal to the then current "fair market rental rate" for the Premises for each Option Term as defined and determined in accordance with the provisions of Section 10.a. below, subject to annual rent increases during each Option Term. The first Extension Option must be exercised, if at all, by written notice (except as provided otherwise herein"Extension Notice") delivered by Tenant to Landlord no sooner than that date which is fifteen (15) months and no later than that date which is ten (10) months prior to the Indemnity Agreement expiration of the Extended Term. The second Extension Option must be exercised, if at all, by Extension Notice delivered by Tenant to Landlord no sooner than that date which is fifteen (15) months and no later than that date which is ten (10) months prior to the expiration of the first Option Term; provided, however, that the first and second Extension Option shall automatically become void and of no effect if Tenant fails to validly exercise the first Extension Option. Provided Tenant has properly and validly exercised an Extension Option, the Extended Term shall be extended by the five (5) year Option Term for that Extension Option, and all terms, covenants and conditions of the Amended Lease shall remain in full force and effecteffect except that (a) Monthly Base Rent shall initially be equal to the "fair market rental rate" for the Premises for that Option Term as defined and determined in accordance with the provisions of Section 10.a. below, except that: subject to annual rent increases during that Option Term, (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (iib) the Base Rent other economic terms will be established by Landlord, which may be taken into consideration when determining the fair market rental rate for the Extension Term shall be calculated in the manner set out below; that Option Term, (iiic) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, if Tenant improvements or rent-free period for the Extension Term fails to timely and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of validly exercise the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term second Extension Option shall be extended to include void and of no effect and tenant shall have no further options remaining, (d) after the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 exercise of the Basic Lease Information, plus all duly exercised second Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essenceOption, Tenant shall be deemed to have forever waived and relinquished such Extension Optionno further options remaining, and (e) Landlord shall have no obligation whatsoever in connection with any other options such extension to remodel, alter or improve the Premises or Building for use by Tenant, to provide any improvement or construction allowance to Tenant, or to pay or reimburse Tenant for any remodeling, alterations or improvements to the Premises or Building. The extension rights to renew under this Section are “one-time, if at all” rights only, and are not renewing or extend the Term effective after the then applicable expiration date reoccurring rights whether in connection with any further extension of the Term shall terminate and shall be of no further force or effectotherwise.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Telecom Business Center NNN Lease (REVA Medical, Inc.)
Extension Options. 2.3.1 (a) Subject to and in accordance with the terms and conditions of this Section 2.338, so long as no Event of Default has occurred and is subsisting, Landlord hereby grants to Tenant shall, subject to the terms and conditions contained herein, have three two (32) options (the “Extension Option(s)”) to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic this Lease Information to extend the Term with respect to the entire Premises and only the entire Premises then being leased by Tenant Space, each for an two (2) additional term periods of one hundred twenty five (1205) calendar months years each (collectively the “Extension Option Terms”, each an “Extension Term”), upon on the same terms, covenants and conditions as provided for in this Lease during the initial Term, except that Monthly Base Rent shall be established based upon the “fair market rental rate” for the Premises for each Option Term as defined and determined in accordance with the provisions applicable of this Section 38 below.
(b) An Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant to Landlord no earlier that three hundred sixty (360) days and no later than two hundred seventy (270) days prior to the then current Lease expiration of the initial Lease term or the first Option Term, as applicable.
(c) The term “fair market rental rate” as used in this Addendum shall mean the annual amount per rentable square foot, which as of the date of determination is projected for and throughout the Option Term to be acceptable to a willing, non-equity, renewal or non-renewal tenant of credit worthiness comparable to Tenant (except as provided otherwise herein) excluding sublease and assignment transactions), and a willing landlord of a Comparable Project in South Orange County (the Indemnity Agreement shall remain “Comparison Area”), in full force and effect, except that: an arm’s length transaction (i) there what Landlord has accepted in recent transactions for the Building shall be no further right to extendconsidered for purposes of determining rent for the applicable Option Term), renew for space of one full floor or overhold after greater in size, comparable in quality and floor height as the expiry leased area at issue taking into account the age and layout of the existing improvements in the leased area at issue and taking into account items that professional real estate brokers customarily consider, including, but not limited to, rental rates, office space availability, tenant size, tenant improvement allowances, abatements, free rent, concessions, operating expenses and other additional rent charges and allowance, parking charges, and any other lease considerations, if any, then being charged or granted by Landlord or the lessors of such similar office buildings.
(d) Landlord shall provide written notice of Landlord’s determination of the fair market rental rate within ninety (90) days following the exercise by Tenant of the applicable Extension Term beyond Option. Tenant shall have ten (10) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the 3rd Extension Term; (ii) fair market rental rate within which to accept such fair market rental rate or to reasonably object thereto in writing. Failure of Tenant to so object to the Base Rent fair market rental rate submitted by Landlord in writing within Tenant’s Review Period shall conclusively be deemed Tenant’s objection thereto. If Tenant reasonably objects to or is deemed to have objected to the fair market rental rate submitted by Landlord, Landlord and Tenant will meet to present and discuss their individual determinations of the fair market rental rate for the Extension Term Premises under the parameters set forth in Section 38(c) above and shall be calculated diligently and in good faith attempt to negotiate a rental rate on the manner set out below; basis of such individual determinations. Such meeting shall occur no later than ten (iii10) there business days after Tenant objects to the fair market rental submitted by Landlord. The Parties shall be no Landlord’s Workeach provide the other with such supporting information and documentation as they deem appropriate. At such meeting if Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to the other their respective best and final offer as to the fair market rental rate. If Landlord and Tenant fail to reach agreement on such fair market rental rate within five (5) business days following such a meeting (the “Outside Agreement Date”), Tenant’s allowanceOption will be deemed null and void unless Tenant demands appraisal by written notice to Landlord within five (5) business days thereafter, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlordin which event each party’s obligations or reducing Tenant’s obligations, the Property determination shall be accepted by Tenant submitted to appraisal in “as is” condition at accordance with the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effectprovisions below.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for Landlord and Tenant shall each appoint one M.A.I. member appraiser who has been active over the five (5) year period ending on the date of such appointment in the first appraising of mid- to high-rise office space in the Comparison Area. Each such appraiser will be appointed within thirty (1st30) Extension Term shall be increased annually by days after the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease InformationOutside Agreement Date.
(ii) The Option Rent for each year two (2) appraisers so appointed will within fifteen (15) days of the second (2nd) Extension Term date of the appointment of the last appointed appraiser agree upon and appoint a third appraiser who shall be increased annually by qualified under the percentage increase same criteria set forth herein above for qualification of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Informationinitial two (2) appraisers.
(iii) The Option Rent determination of the appraisers shall be limited solely to the issue of whether Landlord’s or Tenant’s last proposed (as of the Outside Agreement Date) best and final fair market rental rate for each year the Premises is the closest to the actual new fair market rental rate for the Premises as determined by the appraisers, taking into account the requirements of paragraph (c) above and this paragraph (d) regarding same.
(iv) The three (3) appraisers shall within thirty (30) days of the appointment of the third appraiser reach a decision as to whether the Parties shall use Landlord’s or Tenant’s submitted best and final fair market rental rate, and shall notify Landlord and Tenant thereof. During such thirty (3rd30) Extension Term day period, Landlord and Tenant may submit to the appraisers such information and documentation to support their respective positions as they shall deem reasonably relevant and Landlord and Tenant may each appear before the appraisers jointly to question and respond to questions from the appraisers.
(v) The decision of the majority of the three (3) appraisers shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 binding upon Landlord and Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant neither party shall have the right to reject the decision or to undo the exercise any Extension of the applicable Option, and such decision shall be used to establish the rental rate for the Option only with respect Term. The cost of each party’s appraiser shall be the responsibility of the party selecting such appraiser, and the cost of the third appraiser shall be shared equally by Landlord and Tenant.
(vi) If either Landlord or Tenant fails to the entire Tenant Space leased by Tenant at appoint an appraiser within the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Optionperiod in paragraph (d)(i) herein above, Landlord and Tenant the appraiser appointed by one of them shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on within thirty (30) days following the date on which the Extension Term is scheduled party failing to commence there appoint an appraiser could have last appointed such appraiser reach a decision based upon the same procedures as set forth above (i.e., by selecting either Landlord’s or Tenant’s submitted best and final fair market rental rate), notify Landlord and Tenant thereof and such appraiser’s decision shall be an uncured Event of Default. Tenant binding upon Landlord and Indemnifier shall forthwith execute Tenant.
(vii) If the two (2) appraisers fail to agree upon and deliver such documentation as reasonably required by Landlord to give effect appoint a third appraiser, either party, upon ten (10) days written notice to the foregoing extensionother party, can apply to the American Arbitration Association to appoint a third appraiser meeting the qualifications set forth herein. The third appraiser, however, selected shall be a person who has not previously acted in any capacity for either party.
(viii) In the event that the new Monthly Base Rent is not established prior to end of the initial Term of the Lease or applicable Option Term, the Monthly Base Rent payable immediately prior to the commencement of the applicable Option Term shall be the average of Landlord and Tenant’s submitted best and final fair market rate offers. Notwithstanding the above, once the fair market rental is determined in accordance with this section, the Parties shall settle any overpayment on the next Monthly Base Rent payment date falling not less than thirty (30) days after such determination and shall enter into an amendment to this Lease confirming the terms of the determination.
Appears in 1 contract
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to shall have the terms and conditions contained herein, have three following options (3“Extension Options”) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Lease. First Extension Term: Three (3) years (months 61-96) Second Extension Term: Three (3) years (months 97-132) [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Tenant’s right to extend the Term of the Lease with respect to any Extension Term shall be conditioned upon Tenant having timely and properly exercised its right to extend the entire Tenant Space, each Term of the Lease for an additional term of one hundred twenty (120) calendar months each (collectively the “all prior Extension Terms”, each an “.
2.3.2 Each Extension Term”), Term shall be upon all of the same terms, conditions and provisions applicable to the then then-current Term of this Lease (except as provided otherwise herein) and ). Tenant shall have no further options to extend the Indemnity Agreement shall remain in full force and effectTerm, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the as expressly set forth in this Section 2.3.
2.3.3 The monthly Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each Extension Term shall be equal to the then prevailing base rent then being charged by Landlord for comparable space in the Building for new leases, taking into consideration the quality, size, utility and location thereof, the length of the Extension Term, the credit standing of Tenant, and the amenities provided to Tenant; provided, however, that in no event shall the monthly Base Rent payable by Tenant during the first year of each any Extension Term be less than one hundred three percent (103%) of the “Option Rent”) shall be as follows:
(i) The Option scheduled monthly Base Rent for the last month of the immediately preceding year of the Term of the Lease; and provided further that, once the Base Rent has been determined in accordance with this Section 2.3 with regard to the first year of an Extension Term, the monthly Base Rent for each subsequent year of such Extension Term shall be increased hereunder as of the first (1st) Extension Term shall day of each such subsequent year to be increased annually by the percentage increase equal to one hundred three percent (103%) of the CPI from scheduled monthly Base Rent for the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 last month of the Basic Lease Information.
(ii) The Option Rent for each immediately preceding year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison MonthLease, as more particularly described in Item 9 of the Basic Lease Informationextended.
(iii) The 2.3.4 With respect to the First Extension Option Rent for each year of and the third (3rd) Second Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certaintyOption, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each such Extension Option only by delivering an Extension Option Interest Notice to Landlord a written notice (an “Option Exercise Notice”) at least twelve nine (129) calendar months (and not more than eighteen twelve (1812) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is interested in exercising an Extension Option pursuant to this Section 2.3. Landlord shall thereafter deliver the Extension Option Landlord’s Notice to Tenant. Tenant shall thereafter have the right to exercise the applicable Extension Option by delivering an Extension Option Exercise Notice to Landlord within thirty (30) days after Landlord’s delivery of the Extension Option Landlord’s Notice to Tenant, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term of this Lease by an Extension Term on the terms set forth (a) in this Section 2.3. If , and (b) in the Extension Option Landlord’s Notice.
2.3.5 In the event that Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term in this Lease shall be deemed to refer to the Term specified in Item 6 5 of the Basic Lease Information, plus all duly Extension Terms properly exercised Extension Termsby Tenant). If In the event that Tenant shall fail to deliver an Extension Option Exercise Notice Notice, or an Extension Option Interest Notice, as the case may be, within the applicable time period specified herein for the delivery thereof, time being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 2.3.6 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an the applicable Extension Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Extension Option Exercise Notice Notice, or an Extension Option Interest Notice, as the case may be, or on the date on which the Extension Term is scheduled to commence commence, either: (i) there shall be an uncured Event of Default. Default by Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to under this Lease, or (ii) the foregoing extensionLease is no longer in full force or effect.
Appears in 1 contract
Extension Options. 2.3.1 Subject to Section 2.4.1 of the Lease is hereby deleted in its entirety and in accordance replaced with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, following: Tenant shall, subject to shall have the terms and conditions contained herein, have three (3) options option to extend the Term for two (each, an “Extension Option”2) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty 5 year extension terms (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon ) by notice given to Landlord at least one (1) year before the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there Expiration Date. Tenant’s election shall be no further right to extendexercised, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be calculated void, at Landlord’s election, if Tenant is in default at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension or if more than seventy percent (70%) of the Premises are to be used as a data center during such Extension Term. Tenant shall have no right to extend the Term for less than seventy percent (70%) of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Tenn. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to the greater of (i) the Annual Fixed Rent then being paid under the Lease or (ii) ninety five percent (95%) of the then prevailing market rate for a five (5) year lease of office space in the manner set out below; (iii) there shall be no Landlord’s WorkGreater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant’s allowance, fixturing period, Tenant improvements or rent-free period under terms and conditions substantially the. same as those of this Lease as though then available for single occupancy for the Extension Term Permitted Uses (or any higher and Section 2.2 hereof shall not apply; (ivbetter use then being made by Tenant) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as as-is” condition or such better condition in which Tenant is required to maintain the Premises taking into account rent abatements, construction costs and other concessions and the manner, if any, in which Landlord is reimbursed for operating expenses and taxes (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the applicable extension option. Tenant shall have the option to accept or reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Tenant’s failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rate, shall appoint as an arbitrator an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston office of the American Arbitration Association (“AAA “) for appointment of such an arbitrator five (5) Business Days, as such term is defined in Section 8.19, after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) Business Days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rate as provided in this Section 2.4.1, within twenty (20) days after the third arbitrator is appointed, by selecting either of the final estimates of the Fair Market Rate provided by Landlord and Tenant at the commencement of the Extension Term without hearing. The arbitrators shall have no authority or jurisdiction to make any other determination of such amount. The cost of the arbitration (exclusive of each party’s witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. If Landlord being required to perform should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement reason, then such procedures shall nevertheless remain in full force effect and effect.
2.3.2 The annual Base Rent payable be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant Space shall pay on account of Annual Fixed Rent at the rate established for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Annual Fixed Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least last twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time upon Fair Market Rent being of the essenceestablished, Tenant shall be deemed pay the same within ten (10) days of such determination, retroactively to have forever waived the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and relinquished such Extension Option, and any other options shall share equally in the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or rights to renew or extend the Term effective under payments within twenty (20) days after the then applicable expiration date decision of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have arbitrators is announced. Promptly after the right to exercise any Annual Fixed Rent is determined for each Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension OptionTerm, Landlord and Tenant shall execute enter into an amendment reflecting such exercise. Notwithstanding anything to of this Lease confirming the contrary herein, any attempted exercise by Tenant extension of an Extension Option shall, at the election of Landlord, be invalid, ineffective, Term and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extensionnew rate for Annual Fixed Rent.
Appears in 1 contract
Sources: Lease (Alliance Data Systems Corp)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsistingSubsection B below, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to may at its option extend the Term of this Lease for two (2) successive periods of five (5) years each. Each such period is called a “Renewal Term”, an and the first such five (5) year period is called the “Extension OptionFirst Renewal Term” and the second such five (5) year period is called the “Second Renewal Term”) specified . Each Renewal Term shall be upon the same terms contained in Item 7 the Lease excluding the provisions of Paragraph 5 of this Amendment and Appendix C of the Basic Lease Information Agreement and except for the payment of Base Rent during the Renewal Term; and any reference in the Lease to extend the “Term” of the Lease shall be deemed to include any Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options.
A. The Base Rent during a Renewal Term shall be the Market Rate (defined hereinafter) for such space for a term commencing on the first day of the Renewal Term. “Market Rate” shall mean the then prevailing market rate calculated as of the date Tenant delivers its renewal notice for a comparable term for tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the vicinity of the Building taking into consideration the Market Inducements provided to Tenant. Landlord shall provide to Tenant with respect to a Renewal Term all market inducements then being offered to tenants of comparable space in the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively Building and comparable buildings in the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry vicinity of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s WorkBuilding, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at of the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) Renewal Term, taking into consideration the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year length of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Renewal Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Optionincluding, the Term shall be extended to include the applicable Extension Term (without limitation, free rent, tenant improvements, expense stops, base year, moving allowances, brokerage commissions and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effecttenant improvement allowances.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Lease Agreement (Realogy Corp)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as Provided that there has been no Event of Default has occurred which is uncured and is subsistingcontinuing on the part of the Tenant, and the Tenant shallis, subject to as of the terms date of exercise and conditions contained hereinas of the commencement date of each Extension Term, actually occupying at least fifty percent (50%) of the Premises for its own business purposes, the Tenant shall have three (3) options the right to extend the Term hereof for two (each, 2) successive periods of ten (10) years each (each such period an “"Extension Option”Term") specified in Item 7 of on the Basic Lease Information following terms and conditions:
(a) Such right to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after exercised by the expiry giving of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted notice by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Initial Term or the then current Extension Term, specifying that Tenant is irrevocably exercising its as applicable (the "Extension Option so Notice Deadline Date"). Upon the giving of such notice on or before the Extension Notice Deadline Date, this Lease and the Term hereof shall be extended for an additional term, as specified above, without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant's giving notice to extend the Term by an on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term on the terms set forth in under this Section 2.3. If Tenant shall duly exercise an 2.6 for more than twenty (20) years after the expiration of the Initial Term.
(b) Each Extension Option, the Term shall be extended to include upon all the applicable terms, conditions and provisions of this Lease, except the Annual Fixed Rent payable during each Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 then Extension Fair Rental Value of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein Premises for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension OptionTerm, and any other options to be determined under Section 2.6(d) or rights to renew or extend Section 2.6(e) below, but in no case less than the Annual Fixed Rent that was applicable thereto immediately preceding the Extension Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term Fair Rental Value is scheduled to commence there be established (the "Then Applicable Annual Fixed Rental Rate"). For purposes of this Section 2.6, the "Extension Fair Rental Value" of the Premises shall be an uncured Event mean the then current fair market annual rent, for leases of Default. Tenant and Indemnifier shall forthwith execute and deliver other space in Cambridge, Massachusetts similarly improved, taking into account the condition to which such documentation as reasonably required by Landlord to give effect to the foregoing extension.premises have been
Appears in 1 contract
Sources: Lease (Alkermes Inc)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as Provided that (a) there has been no Event of Default has occurred on the part of Tenant which is uncured and continuing, other than any which have been waived by Landlord, and (b) Tenant is subsistingas of the date of the exercise and as of the commencement date of any Extension Term (as hereinafter defined) itself (including all entities for which Landlord's consent to assignment or sublease is not required under Section 6.8) in occupancy of at least fifty-one percent (51%) of the Premises, but in no event less than the rentable square footage equal to ________ of the Original Premises, Tenant shall, subject to shall have the terms and conditions contained herein, have three (3) options right to extend the Term hereof for two (each2) successive periods of five (5) years each (each an "Extension Term"), an “Extension Option”such options to extend to be exercised by the giving of notice by Tenant to Landlord at least nine (9) specified in Item 7 months prior to the expiration of the Basic then current Term. Upon the giving of such notice, this Lease Information to extend and the Term hereof shall be extended, for an additional term of five (5) years, without the necessity for the execution of any additional documents. In no event shall the Term hereof be extended for more than five (5) years after the expiration of the Initial Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “first Extension Term”), and five (5) years after the expiration of the first Extension Term with respect to the second Extension Term, nor shall Tenant have the right to exercise succeeding extension options unless it has exercised the extension option next preceding the extension option being currently exercised by Tenant. The Extension Term shall be upon all the same terms, conditions and provisions applicable to of this Lease, except, that the then current Term (except as provided otherwise herein) and increase in the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Annual Fixed Rent for during the Extension Term shall be calculated in the manner set out below; (iii) there following manner: Landlord shall be no Landlord’s Workcompare the Consumer Price Index, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period which is published for the calendar month most immediately preceding the date the relevant Extension Term and Section 2.2 hereof shall not apply; commences (iv) without increasing Landlord’s obligations or reducing Tenant’s obligationsthe "Extension Index"), with the Property shall be accepted by Tenant in “as is” condition Consumer Price Index published for the calendar month most immediately preceding the date the Initial Term commenced (the "Beginning Index"). If, at the commencement of time the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Annual Fixed Rent payable with respect to the Tenant Space for each year of each relevant Extension Term (is established, the “Option Rent”) shall be as follows:
(i) The Option Extension Index has increased over the Beginning Index, then the Annual Fixed Rent for payable during each year of the first (1st) Extension Term shall be increased annually set by multiplying rentable square foot by a fraction, the percentage increase numerator of which is the Extension Index and the denominator of which is the Beginning Index. After the Annual Fixed Rent for the relevant Extension Term has been determined, Landlord shall give Tenant notice of the CPI from amount of Annual Fixed Rent for such Extension Term. Notwithstanding the Prior Comparison Month through foregoing, however, in no event whatsoever shall Annual Fixed Rent payable during any Extension Term be less than Annual Fixed Rent payable during the Current Comparison Month, as more particularly described in Item 9 last five (5) years of the Basic Lease InformationInitial Term.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Sublease (Viacell Inc)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as Provided that there has been no Event of Default has occurred which is uncured and is subsistingcontinuing on the part of the Tenant and the Tenant is, as of the date of exercise and as of the commencement date of each Extension Term, actually occupying at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall, subject to shall have the terms and conditions contained herein, have three (3) options right to extend the Term hereof for two (each, 2) successive periods of five (5) years each (each such five (5) year period an “Extension OptionTerm”) specified in Item 7 of on the Basic Lease Information following terms and conditions:
(a) Such right to extend the Term with respect shall be exercised by the giving of notice by Tenant to Landlord at least twelve (12) months prior to the entire Tenant Spaceexpiration of the Initial Term or the then current Extension Term, each as applicable. Upon the giving of such notice, this Lease and the Term hereof shall be extended for an additional term of one hundred twenty five (1205) calendar months each years without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term. In no event may the Tenant extend the Term under this Section 2.6 for more than ten (collectively 10) years after the “expiration of the Initial Term.
(b) Each Extension Terms”, each an “Extension Term”), Term shall be upon all the same terms, conditions and provisions applicable to of this Lease except the then current Term Annual Fixed Rent during each five (except as provided otherwise herein5) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the year Extension Term shall be calculated the then Extension Fair Rental Value of the Premises for such Extension Term to be determined under Section 2.6(c) below, but in no case less than the manner set out below; Annual Fixed Rent that was applicable thereto immediately preceding the Extension Term with respect to which the Extension Fair Rental Value is to be established (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, the “Then Applicable Annual Fixed Rental Rate”). If the Tenant improvements or rent-free period makes a written request to the Landlord for a proposal for the Extension Term Fair Rental Value for an Extension Term, the Landlord shall make such a written proposal to the Tenant within thirty (30) days after receipt of the Tenant’s request therefor, but in no event shall the Landlord be required to deliver such a proposal sooner than fifteen (15) months prior to the date as of which such proposal is to become effective. Alternatively, the Landlord may, at its election, propose an Extension Fair Rental Value to the Tenant without any request having been made.
(c) For purposes of this Section 2.6, the Extension Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and the Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within forty five (45) days after the Tenant has exercised an option for an Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within ninety (90) days after the last day of the forty-five (45) day period referred to above in this Section 2.2 hereof 2.6(c), then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within thirty (30) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall not apply; perform his or her own valuation, but rather shall, within thirty (iv30) without increasing Landlord’s obligations days after such submissions, select the submission which is closest to the determination of the Extension Fair Rental Value for the Premises which the Final Professional would have made acting alone. The Final Professional shall give notice of his or reducing Tenant’s obligations, her selection to the Property Landlord and the Tenant and such decision shall be accepted by Tenant final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in “as is” condition at connection with any proceeding under this paragraph, and one-half of the fees and expenses of the Final Professional. In the event that the commencement of the Extension Term without Landlord being required occurs prior to perform any Landlord Extraordinary Repair Obligation; and a final determination of the Extension Fair Rental Value therefor (vthe “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rent at the greater of (i) the Indemnity Agreement shall remain rate specified by the Landlord in full force and effect.
2.3.2 The annual Base its proposed Extension Fair Rental Value or (ii) the Then Applicable Fixed Rental Rate. If the Annual Fixed Rent payable for the Extension Term is determined to be greater than the Annual Fixed Rent paid with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) Premises prior to the Extension Rent Determination Date, then applicable expiration date the Tenant shall pay to the Landlord the amount of such underpayment within ten(10) days of the TermExpansion Rent Determination Date, specifying that Tenant is irrevocably exercising its Extension Option so as to extend and if the Term by an Annual Fixed Rent for the Extension Term on is determined to be less than the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only Annual Fixed Rent paid with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything Premises prior to the contrary hereinExtension Rent Determination Date, any attempted exercise by Tenant then the Landlord shall credit the amount of an Extension Option shall, at such overpayment against the election monthly installments of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extensionAnnual Fixed Rent thereafter coming due.
Appears in 1 contract
Extension Options. 2.3.1 Subject Borrower shall have the right and option (the "First Extension Option") to extend the Original Maturity Date to a date ending upon the expiration of the First Extension Period. To the extent Borrower properly exercises the First Extension Option, then Borrower shall have the further right and option (the "Second Extension Option") to extend the Maturity Date a second and last time to a date ending upon the expiration of the Second Extension Period. Each of the Extension Options shall be granted to Borrower only if all of the following conditions have been satisfied as of the commencement date of the applicable Extension Period (unless an earlier date is specified hereinbelow):
(a) receipt by Lender of a written request of Borrower (in accordance with each instance, an "Extension Request") given to Lender (i) in the terms case of the First Extension Option, not less than forty-five (45) days prior to the Original Maturity Date but not more than ninety (90) days prior to the Original Maturity Date, and conditions (ii) in the case of this the Second Extension Option, not less than forty-five (45) days prior to the expiration of the First Extension Period but no more than ninety (90) days prior to the expiration of the First Extension Period;
(b) Borrower's satisfaction of all those requirements contained in Section 2.33.4 hereof and Lender's determination that Completion has occurred;
(c) payment to Lender in cash, so long as of the Extension Fee;
(d) no Event of Default has shall have occurred and is subsisting, Tenant shall, subject be then existing;
(e) no Material Adverse Change;
(f) receipt by Lender (at Borrower's sole cost and expense) in form and substance acceptable to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 Lender as of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry date of the Extension Term beyond Request of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or equal to sixty-five percent (65%);
(g) to the 3rd Extension Term; (ii) the Base Rent for the Extension Term extent Lender shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement have determined that any of the Extension Term without Landlord being required Reserves are then currently underfunded in Lender's reasonable discretion, then Borrower shall have effectuated additional deposits into such Reserves to perform any Landlord Extraordinary Repair Obligationsatisfy such concern; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:and
(ih) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant Borrower shall have provided Lender with a then current Compliance Certificate including written evidence reasonably satisfactory to Lender that the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant Debt Service Coverage Ratio shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force then equal or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extensionexceed 1.50.
Appears in 1 contract
Extension Options. 2.3.1 Subject A. Tenant shall have the option to and in accordance with extend the terms and conditions Term hereof for two (2) additional periods of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shallfive (5) years each (hereinafter each an “Option Period”), subject to the following terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as followsconditions:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each such option by giving Landlord Notice (“Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) of its intent to exercise said option, such Extension Notice to be received by Landlord at least twelve (12) calendar months prior to the expiration of the original Term of this Lease or the then current Option Period, as applicable; and
(ii) At the time of the Extension Notice and as of the commencement of the applicable Option Period, Tenant (i) is not in monetary or material non-monetary Default, and (ii) has not assigned this Lease or sublet more than twenty-five percent (25%) of the Leased Premises, other than to a Permitted Transferee (as hereinafter defined).
B. All other terms and conditions of this Lease shall remain unchanged and apply during the applicable Option Period except that Minimum Rent for such Option Period (including any periodic increases therein) shall be the then-prevailing fair market value for use of the Leased Premises (as determined below) during such Option Period (“Fair Rental Value”), taking into consideration all relevant factors, including, without limitation, then-current rental rates for comparable office space in the City of Somerville, Massachusetts, then-current rates for office space in the Building and in the Project, and assuming the then as-is condition of the Leased Premises. Without limiting the foregoing, office space shall be deemed to be “comparable office space” if it is located in Class A buildings located in Somerville, Massachusetts, which are comparable to the Building with respect to age, size, quality and access to public transportation, retail and other amenities. If Tenant desires to get an estimate of what Landlord believes the Fair Rental Value will be, Tenant may request that Landlord give such an estimate by written notice delivered not more than eighteen (18) calendar months) months prior to the then applicable expiration date commencement of the Termapplicable Option Period, specifying that and within thirty (30) days after receipt of Tenant’s request, Landlord will provide Tenant is irrevocably exercising with its good faith non-binding estimate of the Fair Rental Value for the applicable Option Period.
C. Within thirty (30) days after receipt of Tenant’s Extension Notice (but Landlord shall not be obligated to deliver Notice of Landlord’s proposed Fair Rental Value more than fifteen (15) months prior to the expiration of the original Term of this Lease or the then current Option so as Period), Landlord shall give Tenant Notice of the proposed Fair Rental Value and the basis therefor. The parties shall then, in good faith, endeavor to extend the Term by an Extension Term agree between themselves on the terms set forth in this Section 2.3Fair Rental Value. If Tenant shall duly exercise an Extension Optionthe parties fail to so agree on the Fair Rental Value within thirty (30) days after Landlord’s Notice of the proposed Fair Rental Value, then the Term Fair Rental Value shall be extended to include decided by the applicable Extension Term “broker” method as provided herein.
(and all references to i) If the Term shall be deemed to refer to parties have not agreed on the Term specified in Item 6 Fair Rental Value within thirty (30) days after Landlord’s Notice of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Optionproposed Fair Rental Value, Landlord and Tenant shall execute an amendment reflecting each send the other Notice of the broker it wishes to designate to determine the Fair Rental Value on its behalf within ten (10) business days thereafter. If either party fails to notify the other of the designation of its broker within such exerciseten (10) business day period, and such failure continues for five (5) business days after Notice of such failure, then the broker designated by the party that delivered its Notice shall be the broker to determine the Fair Rental Value for the Leased Premises. Notwithstanding anything Each broker (if two (2) brokers are designated hereunder) shall have fifteen (15) business days after the later date of each party’s Notice to the contrary hereinother hereunder to make and deliver to both parties a written determination of the Fair Rental Value.
(ii) If the two (2) brokers so appointed agree on the Fair Rental Value, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, Fair Rental Value shall be invalid, ineffectivethe amount so determined.
(iii) If the two brokers so appointed do not agree on the Fair Rental Value within such fifteen (15) business day period, and if the difference between the Fair Rental Value determined by each broker is not more than One Dollar ($1.00) per square foot of no force or effect ifFloor Area, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there Fair Rental Value shall be an uncured Event amount equal to the quotient obtained by dividing the sum of Defaultthe Fair Rental Values determined by each broker by two (2).
(iv) If the two (2) brokers so appointed do not agree on the Fair Rental Value within such fifteen (15) business day period, and if the difference between the Fair Rental Value determined by each broker is more than One Dollar ($1.00) per square foot of Floor Area, the two (2) brokers shall within ten (10) days thereafter jointly appoint a third (3rd) broker. The third (3rd) broker shall make a valuation within thirty (30) days after its appointment, and the Fair Rental Value shall be an amount equal to the quotient obtained by dividing the sum of the two closest Fair Rental Values (calculated on an absolute dollar basis) determined among all three (3) brokers by two (2).
D. Each broker appointed pursuant to Paragraph C shall be a disinterested person of recognized competence who has had a minimum of ten (10) years of experience in the leasing of office space in the greater Boston market area. All valuations of the Fair Rental Value shall be in writing. Landlord and Tenant shall pay for the expenses of the broker each has designated and Indemnifier the expenses of the third (3rd) broker shall forthwith execute and deliver such documentation as reasonably required be borne one-half (1/2) by Landlord and one-half (1/2) by Tenant. The determination made hereunder shall be final and binding on both Landlord and Tenant.
E. If such option is not timely exercised, Tenant’s right to give effect extend shall expire and the Lease shall terminate at the end of the original Term or the then current Option Period, as applicable, it being agreed that time is of the essence with respect to the foregoing extensiongiving of any exercise Notice pursuant to this Section 3.04.
Appears in 1 contract
Extension Options. 2.3.1 Subject (1) Landlord grants to and in accordance with Tenant the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options option to extend the Term (each, an “for the First Extension Option”) Term as specified in Item 7 Paragraph 21. of the Basic Lease Information to extend (the Term "FIRST EXTENSION OPTION") with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry all of the Extension Term beyond rentable area of the 3rd Extension Premises leased by Tenant as of the Expiration Date of the Initial Term; (ii) the Base Rent for the . The First Extension Term shall be calculated in commence immediately following the manner set out below; (iii) there Expiration Date of the Initial Term. The First Extension Option shall be no Landlord’s Workexercised, Tenant’s allowanceif at all, fixturing periodby notice to Landlord at any time during the Initial Term on or before the date that is six (6) months prior to the Expiration Date, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property which notice shall be accepted irrevocable by Tenant. Tenant's right to exercise the First Extension Option shall be subject to no Event of Default by Tenant in “occurring under the Lease and shall be further subject to Landlord's review and approval of Tenant's current financials as is” condition at of the commencement of the First Extension Term without Landlord being required Term. Notwithstanding the foregoing, if an Event of Default exists under this Lease either at the time Tenant exercises the First Extension Option or at any time thereafter prior to perform any Landlord Extraordinary Repair Obligation; and (v) or upon the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year commencement of the first (1st) First Extension Term Term, Landlord shall be increased annually by have, in addition to all of Landlord's other rights and remedies under this Lease, the percentage increase right to terminate the First Extension Option and to cancel unilaterally Tenant's exercise of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an First Extension Option, in which event the Term Expiration Date of this Lease shall be extended to include and remain the applicable Extension Term (then scheduled Expiration Date, and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or no further rights under this Lease to renew or extend the Term.
(2) Provided that Tenant has properly exercised the First Extension Option, Landlord grants to Tenant the option to extend the Term effective after as of the then applicable expiration of the First Extension Term for the Second Extension Term as specified in Paragraph 21 of the Basic Lease Information (the "SECOND EXTENSION OPTION") with respect to all of the rentable area of the Premises leased by Tenant. The Second Extension Term shall commence immediately following the expiration of the First Extension Term and shall expire as of midnight on the day prior to the anniversary of the Commencement Date. The Second Extension Option shall be exercised, if at all, by notice to Landlord at any time during the First Extension Term on or before the date that is six (6) months prior to the expiration date of the Term First Extension Term, which notice shall terminate be irrevocable by Tenant. Tenant's right to exercise the Extension Option shall be subject to no Event of Default by Tenant occurring under the Lease and shall be further subject to Landlord's review and approval of no further force Tenant's current financials as of the commencement of the Second Extension Term. Notwithstanding the foregoing, if an Event of Default exists under this Lease either at the time Tenant exercises the Second Extension Option or effect.
2.3.4 at any time thereafter prior to or upon the commencement of the Second Extension Term, Landlord shall have, in addition to all of Landlord's other rights and remedies under this Lease, the right to terminate the Second Extension Option and to cancel unilaterally Tenant's exercise of the Second Extension Option, in which event the Expiration Date of this Lease shall be and remain the then scheduled Expiration Date, and Tenant shall have no further rights under this Lease to renew or extend the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise NoticeTerm. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the The First Extension Term is scheduled and Second Term may sometimes be individually referred to commence there shall be as an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension"EXTENSION TERM".
Appears in 1 contract
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as Provided no Event of Default has occurred and is subsistingexists, Tenant shall, subject to the terms and conditions contained herein, have may renew this Lease for three (3) options to extend the Term additional periods of five (each, an “Extension Option”5) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, years each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon on the same terms, conditions and provisions applicable to the then current Term terms provided in this Lease (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effectset forth below), except that: (i) there shall be no further right to extend, renew or overhold after the expiry by delivering written notice of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering thereof to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more later than eighteen (18) calendar months) prior to months before the then applicable expiration of the Term in question. On or before the commencement date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the extended Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Optionquestion, Landlord and Tenant shall execute an amendment reflecting to this Lease extending the Term on the same terms provided in this Lease, except as follows:
(a) The Base Rent payable for each month during each such exerciseextended Term shall be the fair market rental rate (the "Fair Market Rental Rate") for the Premises, taking into consideration all relevant factors for comparable leases in comparable premises, including, without limitation, the term, rent, rental concessions, allowances, and commissions payable with respect to such leases; the condition, age, quality, location, utility, efficiency and size of such comparable premises; and the credit standing of the tenants under such comparable leases;
(b) Tenant shall have no further renewal options (other than those set forth herein) unless expressly granted by Landlord in writing; and
(c) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other lessee inducements, unless any such allowances were included when determining the Fair Market Rental Rate. Notwithstanding anything Within 30 days after receipt of Tenant's written notice to renew, Landlord shall deliver to Tenant written notice of the contrary herein, any attempted exercise by Fair Market Rental Rate and shall advise Tenant of an Extension Option the required adjustment to Base Rent, if any, and the other terms and conditions offered. Tenant shall, at the election within ten business days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Fair Market Rental Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate and timely notifies Landlord thereof, Tenant may, in its notice to Landlord, require that the determination of the Fair Market Rental Rate be invalidmade by brokers. In such event, ineffectivewithin ten days thereafter, each party shall select a qualified commercial real estate broker with at least ten years experience in appraising property and of no force buildings in the city or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on submarket in which the Extension Term is scheduled to commence there Premises are located, which broker shall not have been engaged by such party for any matter during the prior three years. The two brokers shall give their opinion of prevailing rental rates within 20 days after their retention. In the event the opinions of the two brokers differ and, after good faith efforts over the succeeding 20 day period, they cannot mutually agree, the brokers shall immediately and jointly appoint a third broker with the qualifications specified above. This third broker shall promptly (within five days) choose either the determination of Landlord's broker or Tenant's broker and such choice of this third broker shall be final and binding on Landlord and Tenant. Each party shall pay its own costs for its real estate broker. Following the determination of the Fair Market Rental Rate by the brokers, the parties, shall equally share the costs of any third broker. The parties shall promptly execute an uncured Event amendment as set forth above. If Tenant fails to timely notify Landlord in writing that Tenant accepts or rejects Landlord's determination of Defaultthe Fair Market Rental Rate, time being of the essence with respect thereto, Tenant's rights under this Section 30 shall terminate and Tenant shall have no right to renew this Lease. Tenant's rights under this Section 30 shall terminate if(l) this Lease or Tenant's right to possession of the Premises is terminated, or (2) Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord fails to give effect timely exercise its option under this Section 30, time being of the essence with respect to the foregoing extensionTenant's exercise thereof.
Appears in 1 contract
Extension Options. 2.3.1 Subject Borrower has the option to extend the Initial Maturity Date to the six-month anniversary of the Initial Maturity Date (the “First Extended Maturity Date”) and extend the First Extended Maturity Date to the six-month anniversary of the First Extended Maturity Date, provided the following conditions are satisfied with respect to the applicable Extension:
(i) Borrower has provided Lender with written notice of ▇▇▇▇▇▇▇▇’s request to exercise an extension option at least 60 days but not more than 90 days prior to the Maturity Date in accordance with the terms and conditions of this Section 2.3, so long as no Event of effect prior to such Extension;
(ii) No Default or Unmatured Default has occurred and is subsisting, Tenant shall, subject continuing on the Maturity Date in effect prior to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.such Extension;
(iii) The Option Rent for each year All representations and warranties made under this Agreement or under any other Loan Documents are true and correct in all material respects as of the third Maturity Date in effect prior to such Extension, except to the extent any such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date;
(3rdiv) Lender has received satisfactory documentation evidencing such Extension Term shall be increased annually executed by ▇▇▇▇▇▇▇▇ and consented to by Guarantor; ▇▇▇▇▇▇ has received any title insurance endorsements requested by Lender in connection with such Extension; and ▇▇▇▇▇▇▇▇ has paid all of Lender’s costs and expenses, including reasonable attorneys’ fees, in connection with such Extension;
(v) Borrower is in compliance with the percentage increase Flood Insurance Requirements;
(vi) Borrower has paid to Lender an extension fee in an amount equal to seven and one-half (7.5) basis points of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 outstanding principal balance of the Basic Lease Information. For greater certaintyLoan;
(vii) No material adverse change has occurred in the financial or other condition of Borrower, Base Rent will increase annually Guarantor or the Property, and no material adverse change has occurred in the organizational structure of Borrower or Guarantor;
(viii) Reserved;
(ix) ▇▇▇▇▇▇▇▇ has demonstrated to the satisfaction of Lender that, as of the last day of the most recent fiscal quarter prior to the Initial Maturity Date or the First Extended Maturity Date for which Borrower is required to have delivered a compliance certificate to Lender pursuant to Section 3.08(a)(i) below, the Debt Service Coverage Ratio is not less than 1.30:1.00;
(x) With respect to the second Extension only, ▇▇▇▇▇▇ has received a new Appraisal demonstrating to the satisfaction of Lender that, as of the Initial Maturity Date in effect prior to such Extension, the Loan-to-Value Ratio does not exceed 55.0%; and
(xi) Borrower shall have obtained and collaterally assigned to Lender pursuant to such documents as Lender may reasonably require (or may remain shall have extended the sameInterest Rate Cap Agreement then in place) based on an interest rate cap complying with the percentage increase in requirements of Section 2.08 hereof, expiring no earlier than the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord applicable extended Maturity Date and capping the Benchmark at a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and strike price of not more than eighteen four and one-quarter percent (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms4.25%). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Term Loan Agreement (Strategic Student & Senior Housing Trust, Inc.)
Extension Options. 2.3.1 Subject to and So long as LESSEE is in accordance material compliance with the terms and conditions of this Section 2.3Lease and provided the option(s) are not in conflict with the needs of the airport or with the LESSOR’s planning strategy, so long as no Event of Default has occurred set forth in the most current and up to date SAA Airport Planning Documents (defined hereinafter as the Airport Master Plan, Airport Layout Plan, and/or Airport Action Plan documents in effect at the time this lease is subsistingsigned), Tenant shalland the SAA Leasing Policy, LESSOR hereby grants LESSEE extension option(s) as follows, on the same terms and conditions as set forth herein and subject to the terms adjustments in rental rates and conditions contained hereinfees set forth below: [ ] Two (2) ten (10) year extension options, have three provided LESSEE has made a capital investment of up to $300,000.00 on the Leased Premises. To exercise these options, LESSEE shall provide written notice to LESSOR sixty (360) options days before the expiration of the initial term of their intent to extend this Lease. LESSEE shall also provide written notice to LESSOR sixty (60) days before the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year expiration of the first extension term of their intent to extend this Lease under the second option. [ ] One (1st1) Extension Term additional five [5] year extension option, provided LESSEE has made a capital investment of between $300,000.01 and $500,000.00 on the Leased Premises. To exercise this option, LESSEE shall be increased annually by provide written notice to LESSOR sixty (60) days before the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year expiration of the second extension term of their intent to extend this Lease under the third option, and shall provide documentation that such capital investment has been made if same has not already submitted and on file with the SAA. [ ] One (2nd1) Extension Term additional five [5] year extension option, provided LESSEE has made a capital investment of between $500,000.01 and $1,000,000.00 on the Leased Premises. To exercise this option, LESSEE shall be increased annually by provide written notice to LESSOR sixty (60) days before the percentage increase expiration of the CPI from second extension term of their intent to extend this Lease under the Prior Comparison Month through fourth option, and shall provide documentation that such capital investment has been made if same has not already submitted and on file with the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall SAA. Exceptional terms and options will be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior considered pursuant to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effectSAA Airport Leasing Policy.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Airport Lease Agreement
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, shall have three (3) two options to extend the Term (each, an “"Extension Option”") specified in Item 7 to extend further the Extension Term for all of the Basic Lease Information to extend Premises as of the Term with respect then expiration date of the Extension Term, for two (2) additional periods of five (5) years each (each, an "Option Term") upon the following terms and conditions:
A. Tenant gives Landlord written notice of its exercise of said Extension Option at least nine (9) months prior to the entire Tenant Space, each for an additional term then expiration of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon .
B. No Event of Default is then continuing either on the same terms, conditions date Tenant delivers the notice required under Section 4A above or at any time thereafter prior to the commencement of the Option Term.
C. All of the terms and provisions of the Lease (except this Section 4) shall be applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effectOption Term, except that: (i) there that Base Rent for the Option Term shall be no further right determined as follows: Base Rent for the Option Term shall be equal to extendLandlord's determination of the Fair Value (as hereinafter defined). For purposes of this Amendment, renew or overhold after "Fair Value" shall mean Landlord's determination, utilizing its reasonable judgment, of an annual amount per rentable square foot for a term equivalent to the expiry period for which Fair Value is being determined beginning with the first (1/st/) day of the subject period that a willing, creditworthy, new non-equity tenant leasing comparable space to Tenant's would pay and a willing, comparable landlord of an industrial building comparable to the Building in the Chicago metropolitan area (hereinafter referred to as the "Market") would accept at arm's length, giving appropriate consideration to terms of the Lease, as amended hereby, annual rental rate per rentable square foot, rental escalations (including type, base year and stops), length of lease term, size and location of the premises being leased, and other generally applicable terms and conditions prevailing for comparable space in comparable buildings located in the Market. In the event that Tenant does not agree in writing to Landlord's determination of Fair Value prior to the date which is seven (7) months prior to the then expiration of the Extension Term beyond ("Option Expiration Date"), then Tenant's exercise of the 3rd Extension Term; Option shall be deemed null and void and this Section 4 shall be deemed null and void unless Tenant, prior to the Option Expiration Date, notifies Landlord in writing that Tenant will agree that Base Rent for the Option Term shall be One Hundred Two percent (ii102%) of the Base Rent for the Extension Term shall be calculated in last year of the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the then Extension Term and Section 2.2 hereof shall not apply; increase by two percent (iv2%) without increasing Landlord’s obligations or reducing Tenant’s obligations, each July 1 thereafter during the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effectOption Term.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Lease (Radnor Holdings Corp)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event Tenant shall have the number of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) Options specified in Item 7 6 of the Basic Lease Information to extend the Term with respect to of this Lease, for the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “respective Extension Terms”, each an “Extension Term”)Terms specified in such Item 6, upon the same terms, conditions and provisions applicable to the then then-current Term of this Lease (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the ). The monthly Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each the first year of each the Extension Term shall be equal to one hundred percent (100%) of the then-current market rate then being charged by Landlord for comparable space in the Building taking into consideration the 3% annual base rent increase as set forth below, and by other landlords for extensions of leasehold interests for comparable space in comparable datacenter facilities located in the city in which the Building is located, if any, taking into consideration the quality, size, utility and location thereof, the length of the extension term, the credit standing of Tenant, any Tenant concessions being offered in the market for comparable extensions, the amenities provided to Tenant and the quality of the landlord as a first-class datacenter improvements operator (the “Option Fair Market Rent”) shall be as follows:
(i) The Option ); provided, however, that, once the Base Rent has been determined in accordance with this Section 2.3 with regard to the first year of an Extension Term, the monthly Base Rent for each subsequent year of such Extension Term shall be increased hereunder as of the first (1st) Extension Term shall day of each such subsequent year to be increased annually by the percentage increase equal to one hundred three percent (103%) of the CPI from scheduled monthly Base Rent for the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 immediately preceding year of the Basic Lease Informationsuch Extension Term.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 2.3.2 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Extension Option Exercise Interest Notice”) to Landlord at least twelve six (126) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably interested in exercising its an Extension Option so as pursuant to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If 2.3 and, if Tenant shall duly exercise an timely exercised its Suite 409 Extension Option, Option (as defined in the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension TermsSecond Amendment). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend must also specify whether Tenant is exercising the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect as it relates to (a) the entire Tenant Space leased by Tenant at the time that Tenant delivers an such notice, or (b) the entire Tenant Space leased by Tenant at the time that Tenant delivers such notice, but excluding Suite 409. Landlord shall thereafter deliver a written notice (the “Extension Option Exercise Landlord’s Notice”) to Tenant advising Tenant of the Extension Term Base Rent for the Extension Term. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything thereafter have the right, within thirty (30) days after Landlord’s delivery of the Extension Option Licensor’s Notice to Tenant, to exercise the contrary herein, any attempted exercise Extension Option by Tenant of delivering an Extension Option shall, at the election of Exercise Notice to Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an . Tenant’s Extension Option Exercise Notice or must specify that Tenant is irrevocably exercising its Extension Option so as to extend the Term of this Lease by an Extension Term on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant terms set forth in (i) this Section 2.3, and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.(ii)
Appears in 1 contract
Sources: Datacenter Lease (Endurance International Group Holdings, Inc.)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options Borrower may elect to extend the Term term of the Initial Maturity Date for a(i) an initial term of eleven (11) months, and (ii) a subsequent term of twelve (12) months up to two (2) times (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable subject to the then current Term following terms and conditions:
(except as provided otherwise hereina) and Borrower shall have given Administrative Agent (who shall promptly notify the Indemnity Agreement shall remain in full force and effect, except that: (iLenders) there shall be no further right to extend, renew or overhold after the expiry written notice of ▇▇▇▇▇▇▇▇’s exercise of the Extension Term beyond option, by delivering a Request for Extension Term substantially in the 3rd Extension Term; form of Exhibit H no earlier than ninety (90) days, and at least thirty (30) days, before the Initial Maturity Date, or the extended Maturity Date, as applicable;
(b) no Default or Event of Default shall exist as of the date of the notice required in subsection (i) herein, as of the Initial Maturity Date, or as of the extended Maturity Date;
(c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) the Base Rent for the Extension Term is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be calculated true and correct in all respects);
(d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the manner set out belowdate of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and
(iiie) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement payment of the Extension Term without Landlord being required Fee to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect Administrative Agent has been made by Borrower on or prior to the Tenant Space for each year of each Extension Term (Initial Maturity Date or the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Monthextended Maturity Date, as more particularly described applicable. If Administrative Agent determines in Item 9 its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and so long as no Default or Event of the Basic Lease Information.
Default exists (as set forth in (ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Optionabove), the Term term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Borrower, the Administrative Agent and each Lender may make such amendments to include this Agreement as the applicable Extension Term (and all references Administrative Agent determines to be reasonably necessary to evidence the Term extension. This Section shall be deemed to refer to supersede Section 9.11. For the Term specified in Item 6 avoidance of the Basic Lease Informationdoubt, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding notwithstanding anything to the contrary herein, any attempted exercise (i) the first Extension Term may be requested by Tenant ▇▇▇▇▇▇▇▇ and, subject to satisfaction of an Extension Option shallthe terms and conditions herein, at shall be granted by the election of Landlord, be invalid, ineffectiveLenders, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the (ii) any subsequent Extension Term is scheduled to commence there may be requested by ▇▇▇▇▇▇▇▇, and such request shall be an uncured Event granted or denied in the sole discretion of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extensionLenders.
Appears in 1 contract
Sources: Credit Agreement (Greystone Housing Impact Investors LP)
Extension Options. 2.3.1 Subject So long as no Default exists, Tenant shall have options to renew and extend the Term for four (4) successive five (5) year periods ("Option Terms") upon the same terms and conditions as are provided herein for the initial Term (the "Initial Term"), subject, however to the redetermination of Monthly Base Rent hereinafter provided. The option for each such Option Term shall be exercised by the giving of notice of exercise during, and at least 150 days prior to the expiration of, the prior Option Term or Initial Term (as the case may be). The monthly Base Rent shall be redetermined effective as of the beginning of each Option Period at a level equal to 95% of the then current market rate for the rental in the general area in which the Premises are located for comparable warehouse/distribution facilities leased under comparably structured leases (but excluding any rental value attributable to the Tenant Improvements paid for by Tenant and not reimbursed by Landlord). After an exercise by Tenant of an option to renew this Lease for a new Option Term, Landlord and Tenant shall use their best efforts to agree, at least 120 days prior to the commencement of such Option Term on the new Base Rent. In the absence of such an agreement by such date, then within twenty (20) days after such date, Landlord and Tenant shall each appoint an appraiser, the two of which will appoint a third appraiser within thirty (30) days after the date of their appointment. Each appraiser shall have a minimum of five years' professional experience in appraising comparable property in the area in which the Property is located. Independently, each of the three appraisers will render an opinion as to the market rental and the two appraisers opinions which are closets in value will be averaged to determine the market rental rate on which the new monthly Base Rent of 95% of market rent will be based. Such opinions shall be rendered within sixty (60) days after the date the third of such three appraisers is appointed. In no event shall the monthly Base Rent so established be less, however, than the monthly Base Rent in effect at the conclusion of the prior Option Term or Initial Term (as the case may be). Landlord and Tenant will each pay for the cost of their respective appraiser and one-half the cost of the third appraiser. Notwithstanding the foregoing, in the event either party fails to timely appoint an appraiser in accordance with the terms foregoing, the other party shall notify such party in writing of such party's failure and conditions of this Section 2.3that, so long as no Event of Default has occurred and is subsistingif such party fails to make an appointment within five (5) days after such notice, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 determination of the Basic Lease Information appraiser timely appointed shall control. If the party which receives such notice fails to extend make an appointment within such five (5) day period, the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry determination of the Extension Term beyond the 3rd Extension Term; (ii) the appraiser timely appointed shall control. The initial monthly Base Rent for each Option Term, as so determined, will be increased effective on the Extension twenty-fifth (25th) and forty-ninth (49th) months of such Option Term shall be calculated by ninety-five percent (95%) of the change in the manner set out below; Consumer Price Index (iiiLos Angeles, Long Beach, Santa Ana - ▇985 = 100) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of between the first (1st) Extension Term and twenty-fourth (24th) and twenty-fifth (25th) and forty-eighth (48th) months, respectively, of each Option Term, provided that in no event shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage any such increase in the CPImonthly Base Rent be less than six percent (6%), but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least or more than twelve percent (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms%). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Extension Options. 2.3.1 Subject Landlord grants to and in accordance with Tenant one (1) extension option, to extend the terms and conditions Term of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have Lease for three (3) options year (herein referred to extend as the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “"Extension Term”), ") upon the same terms, terms and conditions and provisions applicable to the then current Term (except as provided otherwise stated herein) and the Indemnity Agreement shall remain in full force and effect, except that: that the Base Monthly Rent payable during each Lease year of the three (i3) there year Extension Term shall be no further right to extend, renew or overhold after adjusted as follows:
(a) The Base Monthly Rent payable during the expiry first Lease Year of the Extension Term beyond the 3rd Extension Term; (ii) the Base Rent for the Extension Term shall be calculated in adjusted to an amount equal to the manner set out below; (iii) there product of multiplying the Base Monthly Rent paid during the last month of the initial Term by a fraction, the numerator of which shall be no Landlord’s Workthe Index (as hereinafter defined) published for October, Tenant’s allowance2006, fixturing period, Tenant improvements or rent-free period for and the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property denominator shall be accepted by Tenant the Index for October, 2005, but in “as is” condition at no event less than a three percent (3%) increase over Base Monthly Rent paid during the commencement last month of the initial Term;
(b) The Base Monthly Rent payable during the second Lease Year of the Extension Term without Landlord being required shall be adjusted to perform any Landlord Extraordinary Repair Obligationan amount equal to the product of multiplying the Base Monthly Rent paid during the last month of the prior Lease Year by a fraction, the numerator of which shall be the Index (as hereinafter defined) published for October, 2007, and the denominator shall be the Index for October, 2006, but in no event less than a three percent (3%) increase over Base Monthly Rent paid during the last month of the prior Lease Year; and and
(vc) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Monthly Rent payable with respect to during the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year Third Lease Year of the first (1st) Extension Term shall be increased annually by adjusted to an amount equal to the percentage increase product of multiplying the Base Monthly Rent paid during the last month of the CPI from prior Lease Year by a fraction, the Prior Comparison Month through numerator of which shall be the Current Comparison MonthIndex (as hereinafter defined) published for October, as more particularly described 2008, and the denominator shall be the Index for October, 2007, but in Item 9 no event less than a three percent (3%) increase over Base Monthly Rent paid during the last month of the Basic prior Lease InformationYear.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.
Appears in 1 contract
Sources: Lease Agreement Extension (Sed International Holdings Inc)
Extension Options. 2.3.1 Subject to and in accordance with (a) Tenant shall have the terms and conditions of this Section 2.3right, so long as no Event of Default has occurred and is subsistingat its option, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120this Lease for the Extension Period(s) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, covenants and conditions and provisions applicable herein set forth; provided, however, that the Minimum Rent for the first Lease Year of each Extension Period shall be increased to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: greater of (i) there shall be no further right to extend, renew the market rate then being charged for similar space in the Shopping Center or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Minimum Rent for the Extension Term shall be calculated in the manner set out below; preceding Lease Year increased by three percent (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations3%). Thereafter, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Minimum Rent for each year of the first (1st) successive Lease Year during each Extension Term Period shall be increased annually by an amount equal to the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Minimum Rent for each year of the second last preceding Lease Year, increased by three percent (2nd3%) Extension Term shall be increased annually by per annum. In order to exercise the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed required to have forever waived and relinquished such give written notice of its intention to extend at least six (6) months but not more than nine (9) months prior to the Lease Termination Date, or expiration of the then current Extension Period, as the case may be. Failure to deliver timely notice as required above shall cause the Extension Option, and any other options or rights all remaining Extension Options, to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate lapse and shall be of no further force or and effect.
2.3.4 . Further, if Tenant shall be in default of the terms of this Lease, Tenant shall not have the right to exercise any the Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and if Tenant shall execute an amendment reflecting default hereunder after such exercise. Notwithstanding anything to right has been exercised but within the contrary herein, any attempted exercise by Tenant of an six (6) month period preceding the Extension Option Period such election shall, at the election of Landlord’s option, be invalidnull and void.
(b) In the event that Tenant shall dispute Landlord’s determination of the market rate of rent being charged for similar space pursuant to the paragraph above, ineffectiveTenant shall give notice to Landlord within ten (10) days of Tenant’s receipt of such Landlord’s determination, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there market rate shall be an uncured Event determined as follows: The market rate shall be determined by a single arbitrator appointed in accordance with the American Arbitration Association Real Estate Valuation Arbitration Proceeding Rules. Such arbitrator shall be impartial and shall have not less than ten (10) year’s experience in the County where the Shopping Center is located, in a calling related to the leasing of Defaultcommercial space in premises comparable to the Shopping Center. Tenant Within fifteen (15) days following the appointment of such arbitrator each party shall submit a report setting forth its determination of the market rate of the Leased Premises for the applicable term, together with such other information as such party shall deem relevant. The arbitrator shall, within thirty (30) days following such hearing and Indemnifier submission of evidence render his decision by selecting the determination of market rate then being charged for similar space in the Shopping Center. It is expressly understood that such arbitrator shall forthwith execute and deliver such documentation as reasonably required have no power or authority to select any market rate other than the market rate submitted by Landlord to give effect or Tenant, and the decision of such arbitrator shall be final and binding upon the Landlord and Tenant. Prior to the foregoing extensiondetermination of the arbitrator, Tenant shall pay Minimum Rent in an amount equal to the Landlord’s determination of market rate submitted to Tenant pursuant to this Section, and following the arbitrator’s final determination, the amount of any overpayment or underpayment shall be adjusted between the parties on demand. The cost of arbitration shall be borne by the party whose determination of Market Rate is not selected by the arbitrator.
Appears in 1 contract
Sources: Lease (Carrollton Bancorp)
Extension Options. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and (a) Tenant is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) hereby granted options to extend the Lease Term for two (each, 2) successive additional periods of five (5) years each (each such additional period being herein referred to as an “Extension Option”"Extended Term") specified in Item 7 by giving written notice of such extension to Landlord at least nine (9) months prior to the expiration of the Basic initial Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to or the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: (i) there shall be no further right to extend, renew or overhold after the expiry of the Extension Term beyond the 3rd Extension Extended Term; (ii) the Base Rent for the Extension Term shall be calculated in the manner set out below; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Informationcase may be. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise these options to extend provided that on the date of such exercise no default or event of default under this Lease then exists. Each Extended Term shall be upon all of the same terms, covenants and conditions of this Lease then applicable except that the Base Rental Rate during the Extended Terms shall be the "Market Rate" (as hereinafter defined), and except that after the exercise of the option for the first Extended Term, Tenant shall have only one (1) option to extend, and after the exercise of the option for the second Extended Term, Tenant shall have no further options to extend the Lease Term. The term "Lease Term" as used in this Lease shall mean the initial Lease Term and any Extension Option only with respect Extended Term which may become effective. For purposes of this Special Stipulation, "Market Rate" shall mean the annual effective rental rate per square foot of rentable floor area then being charged by landlords under new leases of office space in the metropolitan Knoxville, Tennessee market for space similar to the entire Tenant Space leased by Tenant at Demised Premises in a building of comparable quality and with comparable parking and other amenities. In determining the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension OptionMarket Rate, Landlord and Tenant (and any appraisers, if applicable) shall execute an amendment reflecting such exercise. Notwithstanding anything to take into account the contrary herein, any attempted exercise by fact that Tenant shall pay Tenant's Share of an Extension Option shall, at the election of Landlord, be invalid, ineffectiveOperating Expenses, and that Tenant's Share of no force or effect ifOperating Expenses are subject to a cap as provided in Article 7(b) hereof. Also, on in determining the date on which Market Rental Rate, Landlord and Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there (and any appraisers, if applicable) shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to compare actual rental rates only (after making appropriate adjustments resulting from the foregoing extensionfacts) and shall take into consideration any discounts, allowances, free rent, remodeling credits, construction allowances and other concessions and inducements granted by other landlords.
Appears in 1 contract
Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)
Extension Options. 2.3.1 Subject to Tenant shall have the right and in accordance with the terms and conditions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options option to extend the Term of the Lease for up to two additional extension terms (each, an “Extension OptionTerm”) specified of 3-years each. Each such option must be exercised, if at all, by giving Landlord prior written notice, at least 12 months in Item 7 advance (the “Exercise Deadline”) of the Basic Lease Information Expiration Date of the then current lease Term, of Tenant’s election to extend the lease Term; it being agreed that time is of the essence. Each Extension Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon shall be under the same terms, terms and conditions and provisions applicable to as provided in the then current Term (Lease except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: follows:
(ia) there shall be no further right options to extendextend the Term beyond the 2nd extension option;
(b) Tenant shall accept the Premises in their “as is” condition, renew without any obligation on the part of Landlord to provide any tenant improvements or overhold tenant improvement allowance; and
(c) the Minimum Annual Rent for each Lease Year (i.e. the 12-month period following the expiration of the then current Term) of the applicable Extension Term shall be the “Market Rent” as defined below and determined as follows (provided, however, in no event shall the Minimum Annual Rent be less than the scheduled Minimum Annual Rent in effect immediately prior to the expiration of the then current Term): Within 30 days after Landlord receives timely notice from Tenant exercising Tenant’s extension option, Landlord will give notice to Tenant of its determination of the Market Rent for the Premises, and Landlord’s determination will constitute the Market Rent unless Tenant objects by giving Landlord written notice of objection (including Tenant’s determination of the Market Rent) within 15 days after Tenant’s receipt of Landlord’s determination. If Tenant so objects, and the parties are unable to agree upon the Market Rent within 30 days after the expiry Tenant’s objection, and unless Tenant notifies Landlord in writing within 40 days after Tenant’s objection that it elects to rescind its exercise of the extension option, then by written notice to the other either party may demand that Market Rent be determined by the appraisal process set forth below. If determination by appraisal is demanded, the Experts (as defined below) shall be instructed to determine the Minimum Annual Rent for the first Lease Year of the Extension Term, and the Minimum Annual Rent thereafter will increase by 3% for each Lease Year within the applicable Extension Term (and, if the 3% annual increases are greater than or less than then-market escalations, that fact will be taken into consideration by the Experts in establishing the Minimum Annual Rent for the first Lease Year of the Extension Term). The Minimum Annual Rent for the first Lease Year of the Extension Term beyond will be so determined by a board consisting of three independent and disinterested reputable commercial real estate professionals (licensed brokers/agents or appraisers) with at least 10 years experience in the 3rd leasing or the appraising the rental value of commercial flex space in the western suburban submarket of the Minneapolis metropolitan area (each an “Expert”). Landlord and Tenant will each appoint its respective Expert within 30 days following the appraisal demand. The third Expert will be appointed by the first two Experts. If the first two Experts are unable to agree on a third Expert within 30 days after the appointment of the second Expert, then the third Expert shall be appointed by the NorthStar Chapter of the Appraisal Institute. Any Expert so appointed by the Appraisal Institute shall be a disinterested reputable real estate appraiser with at least 10 years experience in appraising the rental value of commercial flex space in the western suburban submarket of the Minneapolis metropolitan area, and shall be a member of the Appraisal Institute with the designation of “MAI.” The Experts shall be instructed to each independently reach their respective determinations of the Minimum Annual Rent for the first Lease Year of the Extension Term; Term (to be Market Rent, assuming 3% annual escalations for subsequent Lease Years) within 45 days of the appointment of the third Expert. If determinations of at least two of the Experts are identical in amount, that amount will be determined to be the fair market Minimum Annual Rent for the first Lease Year of the
(i) if neither Sum A nor Sum B differs from the middle appraised value by more than 7% of the middle appraised value, then the fair market Minimum Annual Rent will be the average of the three appraisals, (ii) if either Sum A or Sum B (but not both) differs from the Base middle appraised value by more than 7% of the middle appraised value, then the fair market Minimum Annual Rent will be the average of the middle appraised value and the appraised value closer in amount to the middle appraised value, and (iii) if both Sum A and Sum B differ from the middle appraised value by more than 7% of the middle appraised value, then the fair market Minimum Annual Rent will be equal to the middle appraised value. Written notice of the fair market Minimum Annual Rent for the first Lease Year of the Extension Term as duly determined in accordance with this paragraph shall be promptly given to Landlord and Tenant and will be binding and conclusive on them, and Minimum Annual Rent for each subsequent Lease Year in the Extension Term shall be calculated 103% of that payable in the manner set out below; previous year. Each party will bear its own expenses in connection with the appraisal proceeding (iii) there shall including the Expert appointed by it), and the fees of the third Expert will be no Landlord’s Workborne equally. If, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligationsany reason, the Property shall be accepted by Tenant in “as is” condition fair market Minimum Annual Rent has not been determined at the time of the commencement of the Extension Term without Term, then the fair market Minimum Annual Rent will be the amount set forth in Landlord’s original determination, and if the determination of the Experts as provided above indicates that a lesser or greater amount should have been paid than that which was actually paid, a proper adjustment will be made in a payment from Landlord to Tenant, or Tenant to Landlord, as the case may be. For purposes of this Section, “Market Rent” means the net annual rent that a willing tenant would pay, and a willing lessor would accept, in arms-length, bona fide negotiations, if the premises at issue were leased to a single tenant for the period in question under a lease pursuant to which such tenant would not receive any rental concession, such as rental abatements or “free rent” periods or rental assumption, inducements or any leasehold improvement allowance, and otherwise taking into account any other pertinent factors, including, but not limited to, the net effective annual rates per rentable square foot for leases of comparable space in comparable buildings recently or then being required entered into in the applicable submarket (“Comparable Rates”). In determining the Market Rent and using Comparable Rates in connection with such determination, the following factors (and any other factors then known to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”be pertinent) shall be as follows:
(i) The Option Rent for each year considered: the size of the first premises; the length of the term; permitted use; quality of services provided; location and/or floor level; definition of rentable area; existing leasehold improvements (1st) Extension Term shall other than “clean room” or other leasehold improvements installed by Tenant at its own expense); leasehold improvements to be increased annually provided by the percentage increase lessor, whether directly or by allowance; the quality, age and location of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 building; financial strength of the Basic Lease Information.
applicable tenant; rental concessions (ii) The Option Rent for each year such as rental abatements or “free rent” periods and rent assumptions); inducements; the respective obligations of the second (2nd) Extension Term shall be increased annually by lessor and the percentage increase tenant, the manner in which the rents are then subject to escalation and the time the particular rate under consideration became or will become effective. If a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the CPI from the Prior Comparison Month through the Current Comparison Month, date Tenant exercises this extension option or as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year Expiration Date of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the current lease Term, specifying that Tenant is irrevocably exercising Landlord may at its Extension Option so as to extend the Term by an Extension Term on the terms set forth option and in its sole discretion, declare this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (extension option void and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant enter into any amendment to this Lease extending the Term thereof, other than pursuant to Tenant’s exercise of its first 3-year extension option provided for above, then, unless such amendment expressly provides otherwise, this Section shall execute an amendment reflecting such exercisethereupon be deemed terminated and of no further force or effect. Notwithstanding anything to Upon the contrary herein, any attempted timely exercise by Tenant of an Extension Option shallextension option, at the election request of Landlord, be invalid, ineffective, and of no force or effect if, on either party the date on which Tenant delivers parties hereto will enter into an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect appropriate amendment to the foregoing Lease incorporating the terms of the Lease extension.
Appears in 1 contract
Sources: Lease (Ev3 Inc.)
Extension Options. 2.3.1 Subject to Subsections B and D below, Tenant may at its option extend the Term of this Lease for four (4) successive periods of five (5) years each. Each such period is called a "Renewal Term", and the first such five (5) year period is called the "First Renewal Term," the second such five (5) year period is called the "Second Renewal Term," the third such five (5) year period is called the "Third Renewal Term," and the fourth such five (5) year period is called the "Fourth Renewal Term". Notwithstanding the foregoing, the duration of one (1) of the Renewal Terms may be reduced in accordance with the terms and conditions provisions of this Section 2.3, so long as no Event of Default has occurred and is subsisting, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Subsection 32D below. Each Renewal Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), shall be upon the same terms, conditions terms contained in this Lease excluding the provisions of Appendixes C and provisions applicable J of this Lease and except for the payment of Base Rent during the Renewal Term; and any reference in the Lease to the "Term" of the Lease shall be deemed to include any Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension or renewal options.
A. The Base Rent during a Renewal Term shall be ninety-five percent (95%) of the Market Rate (defined hereinafter) for such space for a term commencing on the first day of the Renewal Term in question. "Market Rate" shall mean the then current Term prevailing fair market rental rate (except as provided otherwise hereinprojected to the commencement date of the applicable Renewal Term) that would be agreed to by a landlord and a comparable tenant (including comparable size and creditworthiness) for comparable space at a comparable, first class building located within the Indemnity Agreement shall remain Geographic Area (including other buildings in full force and effectthe Development), except thateach of whom is willing, but neither of whom is compelled, to enter into a lease transaction for a comparable term commencing on the first day of the Renewal Term, taking into account all other relevant factors, including without limitation the following: (i) there shall be no further right to extendrental for comparable premises in comparable existing buildings within the Geographic Area (taking into consideration, renew or overhold after the expiry without limitation, annual escalations; definition of net rentable area; age and location of the Extension Term beyond applicable buildings; and location and/or floor level within the 3rd Extension Termapplicable building); (ii) the Base Rent for rentable area of the Extension Term shall be calculated in the manner set out belowpremises being leased; (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations, the Property shall be accepted by Tenant in “as is” condition at the commencement length of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Rent for each year of the first (1st) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Rent for each year of the second (2nd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.
2.3.4 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there shall be an uncured Event of Default. Tenant and Indemnifier shall forthwith execute and deliver such documentation as reasonably required by Landlord to give effect to the foregoing extension.pertinent rental term;
Appears in 1 contract
Sources: Lease Agreement (Edutrek Int Inc)
Extension Options. 2.3.1 Subject to and in accordance with (a) Tenant shall have the terms and conditions of this Section 2.3right, so long as no Event of Default has occurred and is subsistingat its option, Tenant shall, subject to the terms and conditions contained herein, have three (3) options to extend the Term (each, an “Extension Option”) specified in Item 7 of the Basic Lease Information to extend the Term with respect to the entire Tenant Space, each for an additional term of one hundred twenty (120this Lease for the Extension Period(s) calendar months each (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, covenants and conditions and provisions applicable herein set forth; provided, however, that the Minimum Rent for the first Lease Year of each Extension Period shall be increased to the then current Term (except as provided otherwise herein) and the Indemnity Agreement shall remain in full force and effect, except that: greater of (i) there shall be no further right to extend, renew the market rate then being charged for similar space in the Shopping Center or overhold after the expiry of the Extension Term beyond the 3rd Extension Term; (ii) the Base Minimum Rent for the Extension Term shall be calculated in the manner set out below; preceding Lease Year increased by three percent (iii) there shall be no Landlord’s Work, Tenant’s allowance, fixturing period, Tenant improvements or rent-free period for the Extension Term and Section 2.2 hereof shall not apply; (iv) without increasing Landlord’s obligations or reducing Tenant’s obligations3%). Thereafter, the Property shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without Landlord being required to perform any Landlord Extraordinary Repair Obligation; and (v) the Indemnity Agreement shall remain in full force and effect.
2.3.2 The annual Base Rent payable with respect to the Tenant Space for each year of each Extension Term (the “Option Rent”) shall be as follows:
(i) The Option Minimum Rent for each year of the first (1st) successive Lease Year during each Extension Term Period shall be increased annually by an amount equal to the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(ii) The Option Minimum Rent for each year of the second last preceding Lease Year, increased by three percent (2nd3%) Extension Term shall be increased annually by per annum. In order to exercise the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month, as more particularly described in Item 9 of the Basic Lease Information.
(iii) The Option Rent for each year of the third (3rd) Extension Term shall be increased annually by the percentage increase of the CPI from the Prior Comparison Month through the Current Comparison Month) as more particularly described in Item 9 of the Basic Lease Information. For greater certainty, Base Rent will increase annually (or may remain the same) based on the percentage increase in the CPI, but may never decrease.
2.3.3 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) calendar months (and not more than eighteen (18) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option so as to extend the Term by an Extension Term on the terms set forth in this Section 2.3. If Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term shall be deemed to refer to the Term specified in Item 6 of the Basic Lease Information, plus all duly exercised Extension Terms). If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, Tenant shall be deemed required to have forever waived and relinquished such give written notice of its intention to extend at least six (6) months but not more than nine (9) months prior to the Lease Termination Date, or expiration of the then current Extension Period, as the case may be. Failure to deliver timely notice as required above shall cause the Extension Option, and any other options or rights all remaining Extension Options, to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate lapse and shall be of no further force or and effect.
2.3.4 . Further, if Tenant shall be in default of the terms of this Lease, Tenant shall not have the right to exercise any the Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and if Tenant shall execute an amendment reflecting default hereunder after such exercise. Notwithstanding anything to right has been exercised but within the contrary herein, any attempted exercise by Tenant of an six (6) month period preceding the Extension Option Period such election shall, at the election of Landlord’s option, be invalidnull and void.
(b) In the event that Tenant shall dispute Landlord’s determination of the market rate of rent being charged for similar space pursuant to the paragraph above, ineffectiveTenant shall give notice to Landlord within ten (10) days of Tenant’s receipt of such Landlord’s determination, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Extension Term is scheduled to commence there market rate shall be an uncured Event determined as follows: The market rate shall be determined by a single arbitrator appointed in accordance with the American Arbitration Association Real Estate Valuation Arbitration Proceeding Rules. Such arbitrator shall be impartial and shall have not less than ten (10) year’s experience in the County where the Shopping Center is located, in a calling related to the leasing of Defaultcommercial space in premises comparable to the Shopping Center. Tenant Within fifteen (15) days following the appointment of such arbitrator each party shall submit a report setting forth its determination of the market rate of the Leased Premises for the applicable term, together with such other information as such party shall deem relevant. The arbitrator shall, within thirty (30) days following such hearing and Indemnifier submission of evidence render his decision by selecting the determination of market rate then being charged for similar space in the Shopping Center. It is expressly understood that such arbitrator shall forthwith execute and deliver such documentation as reasonably required have no power or authority to select any market rate other than the market rate submitted by Landlord to give effect or Tenant, and the decision of such arbitrator shall be final and binding upon the Landlord and Tenant. Prior to the foregoing extension.determination of the arbitrator, Tenant shall pay Minimum Rent in an amount equal to the Landlord’s determination of market rate submitted to Tenant pursuant to this Section, and following the arbitrator’s final determination, the amount of any overpayment or underpayment shall be adjusted between the parties on demand. The cost of arbitration shall be borne by
Appears in 1 contract
Sources: Lease (Carrollton Bancorp)