Common use of Extension Options Clause in Contracts

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for two (2) additional periods of five (5) years each (each, a “Fourth Expansion Space Option Term”) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option Term, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 of the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) months, and no more than fifteen (15) months prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended). Except for this Section 9 with respect to the second such Fourth Expansion Space Option Term, the provisions of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and conditions in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlord.

Appears in 1 contract

Sources: Lease (Mural Oncology PLC)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend The Term of this Lease (other than the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall Part 1 Term) may be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended herebyextended, at the time option of Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commencefor all, or (ii) no sublets of more than 50% any full floor portions, of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term Premises (other than Part 1) for two (2) additional periods one period of five (5) years each and thereafter for five (5) periods of ten (10) years each, with the last day of the final Extended Term being the same day as the last day of the Part 1 Term (such periods being herein sometimes referred to as the "EXTENDED TERMS") as follows: (i) Each such option to extend shall be exercised by Tenant giving a “Fourth Expansion Space Option Term”written notice to Landlord, which notice shall specify which floor or floors the exercised option shall apply to, on or before but not later than the first day of the fifteenth (15th) commencing upon full calendar month prior to the expiration of the Fourth existent Term for the Premises in question. (ii) Each of the Extended Terms shall be on the same terms, covenants and conditions contained in this Lease, excluding the provisions of Paragraphs 4.A. (iii); 4.B. (ii) and 4.C. (ii) hereof, and except for the payment of Base Rent during each such Extended Term that shall be determined as set forth below. If Tenant shall elect not to extend the Term pursuant to this Paragraph 32.B. for a portion of the Premises, such portion shall be the lowest floors of Parts 2, 3, 4 or any Expansion Space then leased by Tenant. Any termination of this Lease for any portion of the Premises during the original Term of this Lease, or during any Extended Term shall terminate all future extension option rights under this Paragraph 32.B. as respects such space. (iii) The Base Rent for each Extended Term shall be at a rate per square foot of Rentable Area for the Premises in question, equal to the Fair Market Rent (as hereinafter defined) commencing on the first Fourth Expansion Space Option day of the applicable Extended Term. Landlord shall advise Tenant at least eighteen (18) months prior to the commencement date of each Extended Term, as applicableof the Base Rent that Landlord believes is applicable to the Premises for such Extended Term, provided that and Tenant shall give advise Landlord of any objection to such rent within thirty (30) days of receipt of such notice. Failure to respond within such thirty (30) day period shall be deemed to constitute Tenant's acceptance of such Base Rent. If Tenant shall object to Land▇▇▇▇'▇ ▇roposed Base Rent for an irrevocable Extended Term, it shall so advise Landlord, and Landlord and Tenant shall commence negotiations to attempt to agree upon the applicable Fair Market Rent within thirty (except as expressly set forth in Section 22.04 30) days after receipt of notice of Tena▇▇'▇ ▇bjection. If the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in parties cannot so agree on such Fair Market Rent, the manner provided in Section 18.01 of Fair Market Rent shall be determined by arbitration pursuant to Paragraph 33 hereof. Tenant shall have the Original Lease of right to nullify the exercise of its election an option to so extend at least twelve the Term in whole or as to any portion thereof, by written notice to Landlord, given by the later to occur of (12x) months, and no more than fifteen (15) months prior to the expiration of the Fourth Expansion Space existing Term or (y) fifteen (15) business days of the receipt by Tenant of the results of the arbitration referred to above, in which event Tenant's exercise of the option to extend shall be null and void and neither Landlord nor Tenant shall have any further rights or liabilities with respect thereto. Tenant's failure to give the notice of nullification described above within such period shall constitute acceptance by Tenant of, and Tenant's agreement to pay, the Fair Market Rent specified by the arbitrator as the same may Base Rent for the applicable Extended Term. (iv) Landlord shall have been extended)no obligation to make improvements or additions to the Premises as a condition to Tenant's obligation to pay rent during any Extended Term. Except for For purposes of determining Fair Market Rent under this Section 9 Lease it shall be assumed that no commissions shall be payable with respect to any Extended Term. In addition to the second such Fourth Expansion Space Option TermBase Rent above provided, Tenant shall and hereby agrees during each Extended Term to continue to pay to Landlord Additional Rent in accordance with the provisions of the Work Letter, and as expressly otherwise provided in Paragraph 5 of this Amendment, all the agreements and conditions in the Lease, provided, however, that as amended hereby, shall apply to respects the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided resulting from the CPI Adjustment described in Section 18.01 of the Original Lease of the exercise of the election in the manner and within the time provided aforesaidParagraph 5.B., the Fourth Expansion Space Base Month for each Extended Term shall be extended upon adjusted to be that month specified in Paragraph 5.A.(x) (v) In the giving event Tenant exercises any of its options under this Paragraph 32.B. and an Extended Term shall result from such exercise, on or prior to the commencement date of any such Extended Term, Tenant and Landlord agree in each such case to execute and deliver to the other party a Lease amendment in form and substance mutually acceptable to Landlord and Tenant setting forth the provisions applicable to the portion of the notice without Premises involved in such Extended Term. From and after such commencement date of an Extended Term, as respects the requirement portion of the Premises in question, the word "Term" shall be deemed to include the additional period of time for which this Lease was so extended. (vi) As used in this Lease with reference to any particular leasable space in the Building, the term "FAIR MARKET RENT" of that leasable space shall mean the Base Rent per annum for a period commencing when the rental being determined would first be payable assuming no rent abatements of any action on kind for a term of ten (10) years, for tenants of comparable creditworthiness to Tenant occupying space comparable to the part total space occupied by Tenant (reduced by the present value of Landlordany broker's commission, tenant improvement, free rent, takeover rent or other concession of any kind which would be available to such a tenant, but increased by the present value of the cost of any actual tenant improvement or other concession (if any) agreed by the Landlord and Tenant to be payable, or to be granted to Tenant, in connection with the particular option with respect to which Tenant has given its initial nonbinding notice), taking into account the other economic terms of this Lease, including the terms provided in Paragraph 5.B.(i) of this Lease, and by reference to comparable first-class space in the Building and in other buildings in the vicinity of the Building and comparable to it in age and quality. For purposes hereof it shall be assumed that no rental fees, commissions, finder's fee, brokerage or similar payments shall be due in connection with the extension of the Term of the space in question. The rental for the option space shall be based upon a rate which would apply for the entire leased Premises and not just for the option areas or expansion areas in question.

Appears in 1 contract

Sources: Sublease (Universal Access Inc)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇Tenant’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇Tenant’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s Landlord's consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for two (2) additional periods of five (5) years each (each, a “Fourth Expansion Space Option Term”) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option Term, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 of the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) months, and no more than fifteen (15) months prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended). Except for this Section 9 with respect to the second such Fourth Expansion Space Option Term, the provisions of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and conditions in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇Tenant’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlord.

Appears in 1 contract

Sources: Lease (Alkermes Plc.)

Extension Options. 9.1 Tenant acknowledges and agrees (A) Provided that ▇▇▇▇▇▇’s right at the respective times of exercise ----------------- of each of the herein described options to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any there exists no Event of Default beyond applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or provided in Section 15.1 and (ii) no sublets of more than 50% of the Fourth Expansion Space are then this Lease is still in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Leasefull force and effect, Tenant shall have the right, at its election, right to extend the Fourth Expansion Space Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except for two the Annual Fixed Rent which shall be adjusted during the extension periods as hereinafter set forth) for three (23) additional successive periods of five (5) years each as hereinafter set forth. Each of said three (each, a “Fourth Expansion Space Option 3) extension periods is sometimes herein referred to as an "Extended Term". (B) commencing upon (i) If Tenant desires to exercise the expiration of then available option to extend the Fourth Expansion Space Term or first Fourth Expansion Space Option Term, as applicable, provided that then Tenant shall give Landlord an irrevocable notice to Landlord, not earlier than ------------------------------------ eighteen(18) months nor later than fourteen (except as expressly set forth in Section 22.04 of the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) months, and no more than fifteen (1514) months prior to the ------------------------------------------------ expiration of the Fourth Expansion Space Term of this Lease (as the same it may previously have been extended------------------------------------ extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed annual rent for the applicable Extended Term. Within thirty (30) days after receipt by Landlord of Tenant's request as aforesaid, Landlord shall notify Tenant of Landlord's quotation of the proposed Annual Fixed Rent for the applicable Extended Term. If at the expiration of thirty (30) days (i) after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent for the applicable Extended Term or (ii) after the date when Landlord is required to notify Tenant of such quotation with none being given by Landlord to Tenant (herein called the "Negotiation Period"). Except , Landlord and Tenant have not reached agreement on a determination of an annual rental for the applicable Extended Term and executed a written instrument extending the term of this Section 9 with respect Lease pursuant to such agreement, then Tenant shall have the second such Fourth Expansion Space Option right, for thirty (30) days following the expiration of the Negotiation Period, to make a request by written notice to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit I) for the applicable Extended Term, the provisions of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and conditions in the Lease, as amended hereby, which Broker Determination shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election be made in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlord.set forth in Exhibit I.

Appears in 1 contract

Sources: Sublease (On Technology Corp)

Extension Options. 9.1 7.1 Subject to the provisions of this Section 7, Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right is hereby granted the option to further extend the term Term of the Lease set forth in Article 22 (the “Extension Options”) as to all (but not part) of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term Premises for two (2) additional periods of five (5) years each (eachrespectively, a the “Fourth Expansion Space Option Extension Term” and the “Fifth Extension Term,” individually an “Extension Term” and collectively, the “Extension Terms) commencing upon ). 7.2 Each Extension Term shall commence at the expiration of the Fourth Expansion Space then present Term or first Fourth Expansion Space Option of the Lease. 7.3 Not earlier than eighteen (18) months and not later than fifteen (15) months prior to the expiration of the Third Extension Term, Landlord shall notify Tenant in writing as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 to Landlord’s reasonable estimate of the Original Lease) written notice Market Base Rental Rate for the Premises during the last two and one half years of the Fourth Extension Term (a the “Fourth Expansion Space Extension Term Rate Notice”). Not earlier than eighteen (18) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) months, months and no more not later than fifteen (15) months prior to the expiration of the Fourth Expansion Space Extension Term, Landlord shall notify Tenant in writing as to Landlord’s reasonable estimate of the Market Base Rental Rate for the Premises during the Fifth Extension Term (as the same may have been extended“Fifth Extension Term Rate Notice”). Except . 7.4 If Tenant desires to exercise an Extension Option, Tenant must give Landlord written notice of such exercise (“Tenant’s Exercise Notice”): (a) in the case of the Extension Option for this Section 9 with respect the Fourth Extension Term, no later than the later of (i) fifteen (15) months prior to the second such Fourth Expansion Space Option expiration of the Third Extension Term, the provisions and (ii) thirty (30) days after Tenant’s receipt of the Work LetterFourth Extension Term Rate Notice described in subsection 7.3 above; and (b) in the case of the Extension Option for the Fifth Extension Term, no later than the later of (i) fifteen (15) months prior to the expiration of the Fourth Extension Term, and as expressly otherwise provided in this Amendment, all the agreements and conditions in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for (ii) thirty (30) days after Tenant’s Pro Rata Share receipt of Taxes and ▇▇▇▇▇▇the Fifth Extension Term Rate Notice described in subsection 7.3 above. Tenant’s Pro Rata Share of Operating Expenses. If Tenant Exercise Notice for either the Fourth Extension Term or the Fifth Extension Term shall give written notice be subject to rescission as provided in Section 18.01 subsection 7.10 below. Time is of the Original essence and timely notice is an express condition to the valid exercise of each Extension Option. 7.5 The extension of the Lease of pursuant to the exercise of the election in the manner and within the time provided aforesaid, Extension Option for the Fourth Expansion Space Extension Term shall be extended upon the giving same terms and conditions of the Lease (including, without limitation, Tenant’s obligation to pay Tenant’s Additional Rent), except: (a) the monthly Base Rent for the Premises shall be equal to one-twelfth of the product of: (i) 104% of the Blended Annual Base Rate (as defined below) times the number of square feet of the Rentable Area of the Premises for the period beginning on November 1, 2028, and ending on October 31, 2029 (the “First Year Base Rent”); (ii) 104% of the First Year Base Rent (as defined above) times the number of square feet of the Rentable Area of the Premises for the period beginning on November 1, 2029, and ending on October 31, 2030 (the “Second Year Base Rent”); (iii) 104% of the Second Year Base Rent (as defined above) times the number of square feet of the Rentable Area of the Premises for the period beginning on November 1, 2030, and ending on April 30, 2031; and (iv) an amount equal to ninety five percent (95%) of the annual Market Base Rental Rate (as defined below) times the number of square feet of the Rentable Area of the Premises for the period beginning on May 1, 2031, and ending on October 31, 2033; and (b) Landlord shall make available to Tenant an improvement allowance of up to Seven Dollars ($7.00) per square foot of the Rentable Area of the Premises (the “Fourth Extension Term Improvement Allowance”) to pay for those costs which Tenant incurs in making improvements to the Premises on or before October 31, 2030 (the “Fourth Extension Term Improvements”). Landlord shall disburse the Fourth Extension Term Improvement Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, with supporting invoices for actual costs incurred and lien waivers from all contractors and subcontractors delivered one month in arrears; it being agreed, however, that Landlord shall not be required to disburse any portion of the Fourth Extension Term Improvement Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of the Fourth Extension Term Improvements exceeds the amount of the Fourth Extension Term Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If Tenant has not submitted requisitions covering all of the Fourth Extension Term Improvement Allowance on or before October 31, 2030, then any unused portion of the Fourth Extension Term Improvement Allowance shall be retained by Landlord, except that Landlord shall, at Tenant’s request, credit up to but not more than $5.00 per square foot of the Fourth Extension Term Improvement Allowance against the Rent next coming due under the Lease. Landlord shall be permitted to offset against the Fourth Extension Term Improvement Allowance any amounts past due to Landlord by Tenant under the Lease. (c) The Fourth Extension Term Improvement Allowance shall be treated by Landlord and Tenant as a tenant improvement allowance and all of the leasehold improvements that are constructed and paid for with the Fourth Extension Term Improvement Allowance shall be owned by Landlord; and (d) If Landlord fails to pay any portion of the Fourth Extension Term Improvement Allowance which is properly due and payable, the unpaid amount shall bear interest until paid at the Interest Rate, and if Landlord fails to pay such properly due and payable amount within ten (10) business days after receiving written notice without from Tenant that such amount was not paid when due, then Tenant shall be entitled to offset said amounts (including interest) against Rent due and payable under the requirement of any action on the part of LandlordLease.

Appears in 1 contract

Sources: Lease (Capella Education Co)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant Borrower shall have the right, at its electionoption, to extend the Fourth Expansion Space Term for two until (2i) additional periods of five October 11, 2028 (5) years each (each, a the Fourth Expansion Space Option TermFirst Extended Maturity Date”) commencing and (ii) to the extent Borrower properly exercises its right to extend the Term to the First Extended Maturity Date, October 11, 2029 (the “Second Extended Maturity Date”) (and the period of time during each such extension period being referred to herein as an “Extension Period”), by giving notice (an “Extension Notice”) of such extension to Lender no less than thirty (30) days and no more than ninety (90) days prior to the commencement of the requested Extension Period. Upon receipt of such Extension Notice, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions, as reasonably and in good faith determined by L▇▇▇▇▇: (a) no Event of Default exists at the time such Extension Notice is delivered and on the then scheduled Stated Maturity Date; (b) B▇▇▇▇▇▇▇ delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above (with such statement being made to Borrower’s knowledge) and clauses (d), (e), (f), (k) and (n) below; (c) on or prior to the commencement of the requested Extension Period, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the expiration of the Fourth Expansion Space Term requested Extension Period, or first Fourth Expansion Space Option Term(ii) enters into a new interest rate protection agreement which expires no earlier than the expiration of the requested Extension Period, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly and which extension or new agreement is in respect of a notional amount not less than the Loan Amount and is otherwise on the same terms set forth in Section 22.04 2.6.1 hereof and has the effect of capping the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend Benchmark at least twelve (12) months, and no more than fifteen an amount, which, when added to the Spread, would result in a Debt Service Coverage Ratio of not less than [***] per annum; (15d) months (i) on the commencement of the requested Extension Period, the Mortgage Loan Debt Yield is at least 9.38%; provided that if the Mortgage Loan Debt Yield is less than 9.38%, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the Mortgage Loan Debt Yield is equal to or greater than [***]% and (ii) on the date Borrower delivers the applicable Extension Notice to extend the Term to the Second Extended Maturity Date and on the commencement of the requested Extension Period, the Mortgage Loan Debt Yield is at least [***]%; provided that if the Mortgage Loan Debt Yield is less than [***]%, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium or any other prepayment premium or penalty or the Interest Shortfall) to a level such that the Mortgage Loan Debt Yield is equal to or greater than [***]%; (e) on the commencement of the requested Extension Period, the LTV Percentage is no greater than [***]%; provided that if the LTV Percentage is greater than such percentage, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the LTV Percentage is no greater than such percentage; (f) (i) on the commencement of the requested Extension Period, the Debt Service Coverage Ratio is at least equal to [***]; provided that if the Debt Service Coverage Ratio is less than [***], Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the Debt Service Coverage Ratio is equal to [***]; and (ii) on the date Borrower delivers the applicable Extension Notice to extend the Term to the Second Extended Maturity Date and on the commencement of the requested Extension Period, the Debt Service Coverage Ratio is at least equal to [***]; provided that if the Debt Service Coverage Ratio is less than [***], Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium or any other prepayment, Interest Shortfall premium or penalty) to a level such that the Debt Service Coverage Ratio is equal to [***]; (g) Borrower pays to Lender on or prior to the commencement of the requested Extension Period (i) with respect to the First Extended Maturity Date, an extension fee in an amount equal to [***]% of the Loan Amount for the first Extension Period and (ii) with respect to the Second Extended Maturity Date, an extension fee in an amount equal to [***]% of the Loan Amount for the second Extension Period; (h) intentionally left blank; (i) if required by Lender, each Guarantor shall have re-affirmed in writing all of its obligations under the Guaranty (which may be in the Officer’s Certificate referred to above); (j) at Lender’s election, L▇▇▇▇▇ shall have received an updated title report from Title Company showing the Security Instrument as a prior and paramount lien on the Property, that title to the Property is vested in Borrower and that no claim for mechanics’ or materialmen’s liens then encumber the Property; (k) on the then-scheduled Stated Maturity Date, Guarantors shall continue to satisfy the financial covenants set forth in Section 6 of the Guaranty; (l) Borrower shall have paid all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with such extension, including underwriting, title and legal fees and costs; (m) all reserves and/or Subaccounts required to be maintained by Borrower pursuant to any of the Loan Documents have been funded to the respective levels required pursuant to the terms of this Agreement; and (n) the Mezzanine Loan has been extended (or will be contemporaneously extended), such that the term of the Mezzanine Loan shall not expire prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended)requested Extension Period. Except for this Section 9 with respect If Borrower is unable to the second such Fourth Expansion Space Option Term, the provisions satisfy all of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and foregoing conditions in the Lease, as amended hereby, shall apply to within the applicable Fourth Expansion Space Option Termtime frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder, provided that Borrower shall pay all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with considering such extension, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes underwriting, title and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner legal fees and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlordcosts.

Appears in 1 contract

Sources: Loan Agreement (Belpointe PREP, LLC)

Extension Options. 9.1 Tenant acknowledges and agrees Provided that ▇▇▇▇▇▇’s right to extend the term Bridge Bank, National Association (N.A.), has not assigned this Lease or sublet a portion of the Lease set forth in Article 22 Premises which is more than two (2) full floors that currently comprise the Premises as of the Original date of this Lease applies solely (i.e., two (2) full floors or more out of the first (1st), second (2nd), fourth (4th) and seventh (7th) floors)), except pursuant to a Permitted Transfer (it being intended that all rights pursuant to this provision are and shall be personal to the Original Premisesoriginal Tenant under the Lease and any assignee pursuant to a Permitted Transfer and shall not be transferable or exercisable for the benefit of any other transferee), and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) provided Tenant is not in default after under this Lease beyond any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) of exercise or at any time thereafter until the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets beginning of more than 50% such extension of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original LeaseTerm, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for two (2) options (each, an “Extension Option” ) to extend the Term for one (1) additional periods consecutive period of five (5) years each (each, a an Fourth Expansion Space Option Term”) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option TermExtension Period” ), as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 of the Original Lease) by giving written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease to Landlord of the exercise of its election to so extend such applicable Extension Option at least twelve (12) months, and no but not more than fifteen eighteen (1518) months months, prior to the expiration of the Fourth Expansion Space then current Term (as the same may have been extended)of this Lease. Except for this Section 9 with respect to the second such Fourth Expansion Space The exercise of each Extension Option Term, the provisions of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and conditions in the Lease, as amended hereby, by Tenant shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for be irrevocable. At Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of sole discretion, the exercise of the election first Extension Option shall cover either of the following portions of the Premises: (a) fifty percent (50%) of the first floor Premises (that is, Suite 100 of the Building), plus the entirety of the second, fourth and seventh floors of the Building, (b) the entirety of the first, second and fourth floors of the Building, or (c) the entirety of the first, second, fourth and seventh floors of the Building. If Tenant exercises the first such Extension Option for and thereafter leases the entirety of the Premises (that is, clause (c) above), then the exercise of the second Extension Option may, at Tenant’s election, be made on one of the options set forth above in clauses (a), (b) and (c). If Tenant exercises the first Extension Option for the portion of the Premises described in either clause (a) or clause (b) above, then the exercise of the second Extension Option shall cover the entirety of the portion of the Premises that was so exercised by Tenant for the first Extension Option. Upon each such exercise, each applicable term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the applicable Extension Option. Each of the Extension Options shall terminate if not exercised precisely in the manner and within provided herein. In addition, if Tenant fails to validly exercise the time provided aforesaidfirst Extension Option, Tenant shall have no further right to extend the Fourth Expansion Space term of this Lease. Any extension of the Term shall be extended upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) upon exercise of the second Extension Option, Tenant shall have no further option to extend the Term of the Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; (iii) Landlord shall not be obligated to pay any fee or commission to any broker; (iv) Base Rent for the applicable Extension Period shall be ninety-five percent (95%) of the then Fair Market Base Rental (as defined below) for the Premises for the space and term involved, which shall be determined as set forth below, and (v) Tenant’s Share shall be adjusted based upon the giving square footage of the notice without the requirement of any action on the part of LandlordPremises which is elected by Tenant for such extension Period.

Appears in 1 contract

Sources: Lease Agreement (Bridge Capital Holdings)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely (a) The Lessor grants to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for Lessee two (2) additional periods consecutive options (individually, an "Extension Option" and collectively, the "Extension Options") to extend the Term of this Lease, each of such options being for a period of five (5) years (hereinafter collectively referred to as the "Extension Periods"), provided the Lessee exercises such Extension Options as set forth below, and provided further that, except as otherwise provided in Paragraph 39(c) below, there has been no assignment of this Lease or sublease of the Building or any portion thereof by the Lessee and provided that there exists either on the date the Lessee notifies the Lessor of its intent to exercise either of the Extension Options or at any time thereafter up to and including the date upon which the applicable Extension Period is to commence, no uncured default under this Lease. The Extension Options shall be personal to the Lessee and, except as otherwise provided in Paragraph 39(c) below, the same shall not be applicable to any successor or assignee of the Lessee (other than a corporate successor or affiliate of the Lessee) and, except as otherwise provided in Paragraph 39(c) below, the Lessee's successors or assigns (other than a corporate successor or affiliate of the Lessee) may not exercise the Extension Options as set forth in this Lease and as permitted under the terms of this Lease. The Lessee may exercise each of such Extension Options only by serving on the Lessor written notice of its intent to exercise the applicable Extension Option (eachthe "Lessee's Exercise Notice") on that date which is twelve (12) months prior to (i) the Termination Date in the case of the first Extension Period (the "First Extension Period"), a “Fourth Expansion Space Option Term”and (ii) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option TermFirst Extension Period in the case of the second Extension Period (the "Second Extension Period"). The First Extension Period, as applicableif properly exercised pursuant to the provisions of this Paragraph 38, provided that Tenant shall give Landlord an irrevocable commence (except as expressly set forth in Section 22.04 may otherwise be provided under Paragraph 39(f) below) on that date which is ten (10) years and six (6) months after the Phase I Commencement Date and the Second Extension Period, if properly exercised pursuant to the provisions of this Paragraph 38, shall commence (except as may otherwise be provided under Paragraph 39(f) below) on that date which is fifteen (15) years and six (6) months afer the Original Lease) written notice (a “Fourth Expansion Space Phase I Commencement Date. In the event the Lessee does not timely and properly exercise its Extension Notice”) in Options to extend the manner provided in Section 18.01 Term of this Lease for the Original Lease of Extension Periods, or if the exercise of its election to so extend at least Lessor has not received the Lessee's Exercise Notice by that date which is twelve (12) monthsmonths prior to (a) the Termination Date, in the case of the First Extension Period, and (b) the expiration of the First Extension Period in the case of the Second Extension Period, then this Paragraph 38 shall become null and void and of no more further force and effect and the Lessee shall have no such Extension Options. (b) Once the Lessee exercises either of its Extension Options, such exercise may not be revoked except as provided in Subparagraph (iii) below. Anything contained in this Lease to the contrary notwithstanding, the Lessee's exercise of either of its Extension Options shall be applicable only to the entire Building (i.e., all of the Phase I Building and the Phase II Building and the Phase III Building, if applicable) and the Lessee shall not have the right to exercise either of its Extension Options for only a portion of the Building. The Minimum Rent for the first (1st) year of the First Extension Period shall be equal to one hundred and ten percent (110%) of the Minimum Rent as existed immediately prior to the Termination Date. The Minimum Rent for the first (1st) year of the Second Extension Period shall be equal to ninety-five percent (95%) of the then "Fair Market Rental Rate" (hereinafter defined) for the Building; provided, however, the Minimum Rent for the first (1st) year of the Second Extension Period shall in no event be less than one hundred and ten percent (110%) of the Minimum Rent as existed immediately prior to the final day of the First Extension Period. The term "Fair Market Rental Rate" for the purposes of this Lease shall mean the annual amount of Minimum Rent that a willing, comparable lessee would pay, and a willing, comparable lessor of a comparable building as the Building (in its "as is" condition) in the vicinity of the Building would accept, at arm's length, for a comparable amount of space for a comparable period of time. In order to determine the Minimum Rent for the first (1st) year of the Second Extension Period, the Lessor shall propose to Lessee a Fair Market Rental Rate by using its good faith judgment. The Lessor shall provide to the Lessee written notice of such proposed Fair Market Rental Rate within fifteen (15) months days after the date that the Lessor receives the Lessee's Exercise Notice applicable to the Second Extension Period. The Lessee shall have fifteen (15) days (the "Lessee's Review Period") after receipt of the Lessor's notice of the proposed Fair 29 Market Rental Rate within which to accept or reject such proposed Fair Market Rental Rate. If the Lessee does not accept the Lessor's proposed Fair Market Rental Rate, then it must reject the same by providing written notice of such rejection to the Lessor prior to the expiration of the Fourth Expansion Space Term Lessee's Review Period. If the Lessee does not provide a written notice of rejection to the Lessor prior to the expiration of the Lessee's Review Period, then the Lessee shall conclusively be deemed to have accepted the Lessor's proposed Fair Market Rental Rate and the Minimum Rent for the first (as 1st) year of the same may Second Extension Period shall be equal to the Lessor's proposed Fair Market Rental Rate. In the event, however, that the Lessee timely and properly rejects the Lessor's proposed Fair Market Rental Rate by delivering to Lessor written notice of Lessee's rejection thereof prior to the expiration of the Lessee's Review Period, then the Lessee shall, at the time of providing its written notice to Lessor rejecting the Lessor's proposed Fair Market Rental Rate, also provide to the Lessor a written counter-proposal proposing a different Fair Market Rental Rate for the Building for the first (1st) year of the Second Extension Period. The Lessor and the Lessee shall negotiate in good faith to attempt to reach a mutually acceptable Fair Market Rental Rate for the first (1st) year of the Second Extension Period; provided, however, if, within fifteen (15) days after the Lessor's receipt of the Lessee's counter-proposal, the Lessor and the Lessee have been extended). Except unable to reach a mutually agreeable Fair Market Rental Rate for this Section 9 with respect to the second such Fourth Expansion Space Option Term, the provisions first (1st) year of the Work LetterSecond Extension Period, and as expressly otherwise provided in this Amendment, all then either party may require that the agreements and conditions in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 determination of the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall Fair Market Rental Rate be extended upon the giving of the notice without the requirement of any action on the part of Landlord.made as follows:

Appears in 1 contract

Sources: Lease Agreement (Lechters Inc)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, option to extend the Fourth Expansion Space Term of the Lease for two (2) additional periods of five (5) years each (the “Second Extension Term” and the “Third Extension Term,” respectively; each, a an Fourth Expansion Space Option Extension Term”) commencing upon on the expiration terms set forth below (the “Extension Option(s)”). Yearly Fixed Rent during any Extension Term shall be ninety-five (95%) percent of the Fourth Expansion Fair Market Rent (as defined below) for the Demised Premises and Storage Space (as determined below) for such Extension Term. Tenant’s lease of the Demised Premises and Storage Space during any Extension Term or first Fourth Expansion Space Option shall otherwise be on all of the terms and conditions of this Lease in effect on the last day of the expiring Term, as applicable, provided except that Tenant shall give Landlord an irrevocable (except as expressly have no further option to extend the Term beyond the end of the Third Extension Term set forth in Section 22.04 herein, and Landlord shall have no obligation to provide any improvements to the Demised Premises or Storage Space or any allowances therefor with respect to the Second or Third Extension Terms. (a) If Tenant wishes to consider exercising the Extension Option, Tenant shall so notify Landlord of the Original Leasesuch preliminary (i.e., non-binding) written notice interest no more than sixteen (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (1216) months, and no more less than fifteen (15) months, prior to the date the Term is then scheduled to expire. Failure by Tenant timely to send a notice under this paragraph (a) shall constitute an irrevocable waiver of Tenant’s right to extend the Term. (b) If Tenant timely delivers a notice under paragraph (a) above, within ten (10) days Landlord shall furnish Tenant with Landlord’s estimate of the Fair Market Rent for the applicable Extension Term. If Tenant disputes Landlord’s estimate, Tenant shall provide to Landlord Tenant’s estimate of Fair Market Rent within ten (10) days after receipt of Landlord’s estimate. (c) If Tenant timely notifies Landlord under paragraph (a) above, on or before the date fourteen (14) months prior to the expiration date the Term is then scheduled to expire, Tenant shall either (i) waive the Extension Option, or (ii) exercise the Extension Option by giving Landlord notice to such effect accepting Landlord’s estimate of the Fourth Expansion Space Term (Fair Market Rent or such other amount as the same parties may have been extended)mutually agreed upon prior to such date. Except for this Section 9 with respect Failure timely to give a notice exercising the second such Fourth Expansion Space Extension Option Term, the provisions of the Work Letter, and as expressly otherwise provided set forth in this Amendment, all the agreements and conditions in the Lease, as amended hereby, paragraph (c) shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for constitute an irrevocable waiver of Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of right to extend the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of LandlordTerm.

Appears in 1 contract

Sources: Agreement of Lease (Pegasystems Inc)

Extension Options. 9.1 Landlord hereby grants Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right the options to extend the term Term of the this Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that for either (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commenceone ten-year period, or (ii) no sublets of more than 50% one or two (2) five-year periods in accordance with all of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 terms, conditions and provisions of the Original Lease including Rent, as modified by this Paragraph 7. On or before eighteen (18) months prior to December 31, 2025, Tenant by written notice to Landlord shall notify Landlord whether it elects to extend the Term of this Lease for five (5) years from January 1, 2026, with an option to extend the Term for an additional five (5) years from January 1, 2031, or for ten (10) years from January 1, 2026. (a) Section 41 of the Original Lease shall be deleted; (b) throughout the Lease, including but not limited to Section 42 of the Original Lease, the terms “Second Extension Period” and “Second Extension Period Commencement Date” shall be replaced with the terms “Extension Period” and “Extension Period Commencement Date”; and (c) the first sentence of Section 42 of the Original Lease shall be deleted and replaced with the following: Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the right, at its election, option to extend the Fourth Expansion Space Term on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for ten (10) additional years (the “Extension Period”), commencing on January 1, 2026 (the “Extension Period Commencement Date”) and expiring on December 31, 2035 (the “Extension Period Expiration Date”). In the event that Tenant elects to extend the Term for two (2) additional periods of five (5) years each years, with an additional option to extend the Term for a further five (each5) years, a “Fourth Expansion Space Option Term”then the following revisions shall be deemed to be made to the Original Lease: (x) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option Term, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 41 of the Original Lease) written notice , the dates “January 1, 2021” and “December 31, 2025” shall be replaced with the dates “January 1, 2026” and “December 31, 2030,” respectively; and (a “Fourth Expansion Space Extension Notice”y) in the manner provided in Section 18.01 42 of the Original Lease of the exercise of its election to so extend at least twelve (12) months, and no more than fifteen (15) months prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended). Except for this Section 9 with respect to the second such Fourth Expansion Space Option TermLease, the provisions of the Work Letterdates “January 1, 2026” and as expressly otherwise provided in this Amendment“December 31, all the agreements and conditions in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term 2030” shall be extended upon replaced with the giving of the notice without the requirement of any action on the part of Landlorddates “January 1, 2031” and “December 31, 2035,” respectively.

Appears in 1 contract

Sources: Lease (Northern Trust Corp)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇(a) In addition to Borrower’s right rights under Section 2.3(b), Borrower shall, subject to extend the term satisfaction of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premisesterms and conditions below, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for two (2) additional periods of five (5) years each (each, a “Fourth Expansion Space Option Term”) commencing upon the expiration of the Fourth Expansion Space Term or first Fourth Expansion Space Option Term, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly set forth in Section 22.04 of successive options to extend the Original LeaseMaturity Date to (i) written notice the First Extended Maturity Date, with respect to the first option (a the Fourth Expansion Space First Extension NoticeOption) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) months), and no more than fifteen (15ii) months prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended). Except for this Section 9 Second Extended Maturity Date, with respect to the second such Fourth Expansion Space option (the “Second Extension Option”). An Extension Option Term, the provisions shall be granted to Borrower only if all of the Work Letterfollowing conditions have been simultaneously satisfied as of the commencement date of the Extension Period (unless an earlier date is specified hereinbelow): (1) Receipt by Lender of a written request of Borrower (in each instance, and as expressly otherwise provided in this Amendment, all the agreements and conditions an “Extension Request”) given to Lender (i) in the Leasecase of the First Extension Option, not less than twenty (20) days prior to the Original Maturity Date but not more than ninety (90) days prior to the Original Maturity Date and (ii) in the case of the Second Extension Option, not less than twenty (20) days prior to the First Extended Maturity Date but not more than ninety (90) days prior to First Extended Maturity Date; (2) payment to Lender in cash, of the Extension Fee; (3) no monetary or material non-monetary Default for which Lender has given notice or no Event of Default shall have occurred and be then existing; (4) either (x) no Material Adverse Change shall have occurred and be continuing or (y) if a Material Adverse Change exists, Lender has failed to give to Borrower notice of such Material Adverse Change within ten (10) days after receipt of an Extension Request; (5) Lender shall have received an updated title report from the Title Company showing the Underlying Mortgage, as amended herebyassigned to Lender pursuant to the Collateral Assignment, shall apply as a prior and paramount lien on the Mortgaged Property, that title to the Land is vested in Fee Owner and that no claim for mechanics’ or materialmen’s liens then encumber the Mortgaged Property; (6) The Loan-to-Value Ratio of the Mortgaged Property (based on an updated or new Appraisal obtained not earlier than thirty (30) days prior to the applicable Fourth Expansion Space Option TermMaturity Date) does not exceed thirty-five percent (35%); (7) the Fee Owner has satisfied all conditions to achieve extension of the Underlying Mortgage Loan pursuant to Section 2.6 of the Underlying Loan Agreement, and each such condition (together with any supporting information submitted by Fee Owner in connection therewith) has been reviewed and approved by Lender in its sole but reasonable discretion; (8) the Underlying Mortgage Loan shall have been extended to the First Extended Maturity Date or Second Extended Maturity Date, as applicable; (9) Borrower shall be in compliance with Section 3.6 hereof; and (10) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such extension, including without limitation limitation, underwriting, title and legal fees and costs. Notwithstanding the obligation foregoing or anything to pay Additional Rent the contrary contained herein, in the event the Mortgaged Property fails to satisfy the conditions set forth in subsection (6) immediately above, Borrower may, at its option, in order to satisfy such subsection, (x) prepay the Loan, (y) deliver to Lender cash or other additional collateral (acceptable to Lender in its sole but reasonable discretion) or (z) deliver a letter of credit (issued by an Eligible Institution and with terms acceptable to Lender in its reasonable discretion), in an amount equal to or greater than the LTV Compliance Amount (as applicable). (b) Without limiting Borrower’s rights under Section 2.3(a) hereof, in the event there is a Maturity Default, Borrower shall have a one-time option to extend the Maturity Date by three (3) months (such extension, the “Remedy Extension Period”) provided that: (1) Lender has received an Extension Request not less than five (5) Business Days after the applicable Maturity Date; (2) other than with respect to the Maturity Default, no monetary or material non-monetary Default or Event of Default shall have occurred and be then existing; (3) other than with respect to any Event of Default to repay the Loan on the Maturity Date, no Material Adverse Change shall have occurred; (4) Borrower shall have entered into an Interest Rate Cap Agreement, or extended the existing Interest Rate Cap Agreement, for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant the additional three (3) month period; (5) Borrower shall give written notice be in compliance with Section 3.6 hereof through the Maturity Date, as provided in Section 18.01 extended; (6) Borrower shall, within ten (10) Business Days after the delivery of the Original Lease Extension Request required in item (1) above, initiate and thereafter diligently pursue either (x) a sale of the exercise Underlying Mortgage Loan to a confirmed, bona fide third-party purchaser with a sales price sufficient to repay, in full, the Indebtedness (and Borrower must repay, in full, the Indebtedness simultaneously with the closing of such sale), which sale shall be evidenced by an executed letter of intent provided to Lender within thirty (30) days after initiation of the election sale of the Underlying Mortgage Loan, (y) foreclosure proceedings against the Mortgaged Property or a secured party sale of the Pledged Collateral, which satisfy the terms and conditions of Section 10.6 or (z) a loan restructure with Fee Owner which satisfies the terms and conditions of Section 10.6; and (7) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such extension, including without limitation, underwriting, title and legal fees and costs. In the event that Borrower so extends any Maturity Date for three (3) months as described in this Section 2.3(b) but has not foreclosed on the Mortgaged Property and/or entered into a loan restructuring and (i) Borrower has initiated and is diligently pursuing foreclosure proceedings against the Mortgaged Property (as confirmed by Lender in its reasonable discretion) and (ii) Borrower has paid to Lender, in cash, a fee equal to the product of one-quarter of one percent (0.25%) multiplied by the Adjusted Loan Balance, then the Remedy Extension Period may be extended by and additional period equal to the earlier of (x) six (6) months immediately following the Remedy Extension Period or (y) for so long as Borrower is diligently pursuing foreclosure proceedings against the Mortgaged Property (as confirmed by Lender in its reasonable discretion). For the purposes of clarification, in the manner and within event that the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving Remedy Extension Period is granted based on Borrower’s attempted sale of the notice without Underlying Mortgage Loan in accordance with Section 2.3(b)(6)(x), but such sale has not been completed, Borrower shall not be entitled to the requirement of any action on the part of Landlordadditional six (6) months referred to in this paragraph.

Appears in 1 contract

Sources: Loan Agreement (TPG RE Finance Trust, Inc.)

Extension Options. 9.1 (a) The first sentence of Section 8(a) of the First Amendment (as amended by Section 2 of the Third Amendment) is hereby amended and restated in its entirety as follows: Landlord hereby grants Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right options to extend the term Extended Term (each, a "Suites A, B and C-1 Extension Option") as to the portions of the Lease set forth in Article 22 of the Original Lease applies solely to the Original PremisesPremises designated as Suite A, Suite 8 and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice Suite C-1 (as defined blowin the Fifth Amendment) or at the time the applicable Fourth Expansion Space Option Term would commenceonly, or (ii) no sublets consisting of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Leaseapproximately 26,629 rentable square feet, Tenant shall have the right, at its election, to extend the Fourth Expansion Space Term for two (2) additional periods of five (5) years each (each, a “Fourth Expansion Space "Suites A, 8 and C-1 Option Term”) "), commencing upon immediately after the expiration of the Fourth first Option Term (as defined in the Third Amendment), in the case of the first Suites A, B and C-1 Extension Option, or the expiration of the first Suites A, B and C-1 Extension Option, in the case of the second Suites A, B and C-1 Extension Option. In the event Tenant exercises the first Suites A, B and C-1 Extension Option, Landlord and Tenant shall negotiate in good faith to agree upon the terms and conditions for including the Suite C-2 Expansion Space Term or (as defined in the Fifth Amendment) within the first Fourth Expansion Space Option TermSuites A, B and C-1 Extension Option, in which event that Extension Option, as applicablewell as the second Suites A, provided that B and C-1 Extension Option, also shall apply to Suite C-2. (b) In the alternative, Landlord hereby grants to Tenant shall give Landlord an irrevocable the option to extend the Term (except the "Suite C Extension Option") solely as expressly set forth in Section 22.04 to Suite C-1 and Suite C-2 (alternatively known as "Suite C") for one (I) additional period of the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend at least twelve (12) monthsmonths (the "Suite C Option Term") on all the terms and conditions of Section 8 of the First Amendment; provided, and no more however, as to the Suite C Extension Option only, Tenant must elect to exercise not less than fifteen nine (159) months prior to the expiration of the Fourth Suite C-2 Term, and (y) Landlord must advise Tenant of Landlord's Fair Market Proposal no less than two hundred ten (210) days prior to the commencement of the Suite C Option Term. (c) For the avoidance of doubt, Landlord and Tenant herby agree that (i) the Suite C Extension Option may only be exercised by Tenant in the event (A) Landlord and Tenant are unable to reach agreement regarding the terms for including the Suite C-2 Expansion Space Term within the first Suites A, Band C-1 Extension Option (as set forth in Section 14(a) above), or (B) Tenant elects not to exercise the same may have been extended). Except for this Section 9 with respect Suites A, B and C-1 Extension Option; and (ii) Tenant has no options to extend the second such Fourth Expansion Space Option Term, the provisions of the Work Letter, and Term as expressly otherwise provided in this Amendment, all the agreements and conditions to Suite F (as defined in the Lease, as amended hereby, shall apply to the applicable Fourth Expansion Space Option Term, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of LandlordAmendment).

Appears in 1 contract

Sources: Lease (Sangamo Therapeutics, Inc)

Extension Options. 9.1 Tenant acknowledges and agrees that ▇▇▇▇▇▇’s right to extend the term of the Lease set forth in Article 22 of the Original Lease applies solely to the Original Premises, and that ▇▇▇▇▇▇’s right to extend the term of the Lease only with regard to the Fourth Expansion Space shall be governed by this Section 9. Provided that (i) Tenant is not in default after any applicable notice and cure periods have expired under the Lease, as amended hereby, at the time Tenant gives its Fourth Expansion Space Extension Notice (as defined blow) or at the time the applicable Fourth Expansion Space Option Term would commence, or (ii) no sublets of more than 50% of the Fourth Expansion Space are then in effect that required ▇▇▇▇▇▇▇▇’s consent under Article 13 of the Original Lease, Tenant Borrower shall have the right, at its electionoption, to extend the Fourth Expansion Space Term for two until (2i) additional periods of five October 11, 2028 (5) years each (each, a the Fourth Expansion Space Option TermFirst Extended Maturity Date”) commencing and (ii) to the extent Borrower properly exercises its right to extend the Term to the First Extended Maturity Date, October 11, 2029 (the “Second Extended Maturity Date”) (and the period of time during each such extension period being referred to herein as an “Extension Period”), by giving notice (an “Extension Notice”) of such extension to Lender no less than thirty (30) days and no more than ninety (90) days prior to the commencement of the requested Extension Period. Upon receipt of such Extension Notice, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions, as reasonably and in good faith determined by L▇▇▇▇▇: (a) no Event of Default exists at the time such Extension Notice is delivered and on the then scheduled Stated Maturity Date; (b) B▇▇▇▇▇▇▇ delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above (with such statement being made to Borrower’s knowledge) and clauses (d), (e), (f), (k) and (n) below; (c) on or prior to the commencement of the requested Extension Period, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the expiration of the Fourth Expansion Space Term requested Extension Period, or first Fourth Expansion Space Option Term(ii) enters into a new interest rate protection agreement which expires no earlier than the expiration of the requested Extension Period, as applicable, provided that Tenant shall give Landlord an irrevocable (except as expressly and which extension or new agreement is in respect of a notional amount not less than the Loan Amount and is otherwise on the same terms set forth in Section 22.04 2.6.1 hereof and has the effect of capping the Original Lease) written notice (a “Fourth Expansion Space Extension Notice”) in the manner provided in Section 18.01 of the Original Lease of the exercise of its election to so extend Benchmark at least twelve (12) months, and no more than fifteen an amount, which, when added to the Spread, would result in a Debt Service Coverage Ratio of not less than [***] per annum; (15d) months (i) on the commencement of the requested Extension Period, the Debt Yield is at least [***]%; provided that if the Debt Yield is less than [***]%, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the Debt Yield is equal to or greater than [***]% and (ii) on the date Borrower delivers the applicable Extension Notice to extend the Term to the Second Extended Maturity Date and on the commencement of the requested Extension Period, the Debt Yield is at least [***]%; provided that if the Debt Yield is less than 7.75%, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium or any other prepayment premium or penalty or the Interest Shortfall) to a level such that the Debt Yield is equal to or greater than [***]%; (e) on the commencement of the requested Extension Period, the LTV Percentage is no greater than [***]%; provided that if the LTV Percentage is greater than such percentage, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the LTV Percentage is no greater than such percentage; (f) (i) on the commencement of the requested Extension Period, the Debt Service Coverage Ratio is at least equal to [***]; provided that if the Debt Service Coverage Ratio is less than 1.05:1, Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium, Interest Shortfall or any other prepayment premium or penalty) to a level such that the Debt Service Coverage Ratio is equal to [***]; and (ii) on the date Borrower delivers the applicable Extension Notice to extend the Term to the Second Extended Maturity Date and on the commencement of the requested Extension Period, the Debt Service Coverage Ratio is at least equal to [***]; provided that if the Debt Service Coverage Ratio is less than [***], Borrower may prepay a portion of the Principal (without the payment of the Yield Maintenance Premium or any other prepayment, Interest Shortfall premium or penalty) to a level such that the Debt Service Coverage Ratio is equal to [***]; (g) Borrower pays to Lender on or prior to the commencement of the requested Extension Period (i) with respect to the First Extended Maturity Date, an extension fee in an amount equal to [***]% of the Loan Amount for the first Extension Period and (ii) with respect to the Second Extended Maturity Date, an extension fee in an amount equal to [***]% of the Loan Amount for the second Extension Period; (h) intentionally left blank; (i) if required by Lender, each Guarantor shall have re-affirmed in writing all of its obligations under the Guaranty (which may be in the Officer’s Certificate referred to above); (j) at Lender’s election, L▇▇▇▇▇ shall have received an updated title report from Title Company showing the Security Instrument as a prior and paramount lien on the Property, that title to the Property is vested in Owner and that no claim for mechanics’ or materialmen’s liens then encumber the Property; (k) on the then-scheduled Stated Maturity Date, Guarantors shall continue to satisfy the financial covenants set forth in Section 6 of the Guaranty; (l) Borrower shall have paid all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with such extension, including underwriting, title and legal fees and costs; all reserves and/or Subaccounts required to be maintained by Borrower pursuant to any of the Loan Documents have been funded to the respective levels required pursuant to the terms of this Agreement and all reserves and/or “Subaccounts” (as defined in the Mortgage Loan Agreement) required to be maintained by Owner pursuant to any of the Mortgage Loan Documents have been funded to the respective levels required under the Mortgage Loan Documents; and (m) the Mortgage Loan has been extended (or will be contemporaneously extended), such that the term of the Mortgage Loan shall not expire prior to the expiration of the Fourth Expansion Space Term (as the same may have been extended)requested Extension Period. Except for this Section 9 with respect If Borrower is unable to the second such Fourth Expansion Space Option Term, the provisions satisfy all of the Work Letter, and as expressly otherwise provided in this Amendment, all the agreements and foregoing conditions in the Lease, as amended hereby, shall apply to within the applicable Fourth Expansion Space Option Termtime frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder, provided that Borrower shall pay all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with considering such extension, including without limitation the obligation to pay Additional Rent for Tenant’s Pro Rata Share of Taxes underwriting, title and ▇▇▇▇▇▇’s Pro Rata Share of Operating Expenses. If Tenant shall give written notice as provided in Section 18.01 of the Original Lease of the exercise of the election in the manner legal fees and within the time provided aforesaid, the Fourth Expansion Space Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlordcosts.

Appears in 1 contract

Sources: Mezzanine Loan Agreement (Belpointe PREP, LLC)