Common use of Extension Terms Clause in Contracts

Extension Terms. The Borrowers may extend the term of the Loan for three extension terms of one year each (each, an "EXTENSION TERM", and, collectively the "EXTENSION TERMS"); (i) the first Extension Term (the "FIRST EXTENSION TERM") commencing on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary of the Scheduled Maturity Date, (ii) the second Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately following the last day of the First Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the second (2nd) anniversary of the Scheduled Maturity Date and (iii) the third Extension Term (the "THIRD EXTENSION TERM") commencing on the day immediately following the last day of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) The Borrowers shall give Lender notice (an "EXTENSION NOTICE") of their request to extend the term of the Loan for the First Extension Term at any time not later than forty-five (45) days prior to the Scheduled Maturity Date and for the Second Extension Term and the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Term, no Event of Default shall have occurred and be continuing as of the date the Borrowers deliver the applicable Extension Notice or as of the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (iii) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is at least equal to the Minimum DSCR, and the Debt Yield for the twelve (12) month period ended the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is not less than 13.25%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers shall be entitled to make a principal prepayment of a portion of the Aggregate Outstanding Principal Balance (to be applied in accordance with the terms of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of the Loan and the Mortgage Loan as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commences, the Borrowers shall deliver to Lender an extension fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Loan as of the date the applicable Extension Term commences for each of the Second Extension Term and the Third Extension Term; (v) All of the conditions required to be satisfied for the extension of the Mortgage Loan have been satisfied and the Mortgage Loan will be extended for the applicable Extension Term; (vi) The Borrowers shall execute all such documents and other agreements as Lender shall reasonably request; (vii) The Borrowers shall deliver to Lender an extension of the Cap or a replacement Cap in form substantially the same as the Cap delivered at Closing covering the term of the applicable Extension Term, providing for a cap "strike price" (such "strike price", the "EXTENSION CAP THRESHOLD RATE") not greater than six and one-half percent (6.5%) per annum (it being acknowledged that the Borrowers may purchase an extension or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement under Section 2.5(B)(iii) above) and otherwise satisfying the requirments of Section 2.3 together with an assignment of such replacement Cap substantially in the form of the Assignment of Rate Cap and such Financing Statements and opinions of counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers shall be required to pay any and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender (and by any Servicer and trustee in connection with any Securitization backed in whole or in part by the Loan) in connection with delivery of such extension or replacement Cap and all related documentation and opinions required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers shall be in possession of all material licenses and permits required for the operation of not less than ninety percent (90%) of the hotel rooms located at the Properties in substantially the same manner as operated at Closing.

Extension Terms. The Borrowers may extend the term of the Loan for three extension terms of one year each (each, an "EXTENSION TERM", and, collectively the "EXTENSION TERMS"); (i) the first Extension Term (the "FIRST EXTENSION TERM") commencing on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary of the Scheduled Maturity Date, (ii) the second Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately following the last day of the First Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the second (2nd) anniversary of the Scheduled Maturity Date and (iii) the third Extension Term (the "THIRD EXTENSION TERM") commencing on the day immediately following the last day of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) The Borrowers shall give Lender notice (an "EXTENSION NOTICE") of their request to extend the term of the Loan for the First Extension Term at any time not later than forty-five (45) days prior to the Scheduled Maturity maturity Date and for the Second Extension Term and the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A8.1(A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Term, no Event of Default shall have occurred and be continuing as of the date the Borrowers deliver the applicable Extension Notice or as of the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (iii) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is at least equal to the Minimum DSCR, and the Debt Yield for the twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is not less than 13.25%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers shall be entitled to make a principal prepayment of a portion of the Aggregate Outstanding Principal Balance (to be applied in accordance with the terms of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), ) on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of the Loan and the Mortgage Loan Aggregate Outstanding Principal Balance as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commences, the Borrowers shall deliver to Lender an extension fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Loan as of the date the applicable Extension Term commences for each of the Second Extension Term and the Third Extension Term; (v) All of the conditions required to be satisfied for the extension of the Mortgage Mezzanine Loan pursuant to Section 2.5(B)(viii) thereof (whether or not the Mezzanine Loan is actually extended) shall have been satisfied and the Mortgage Loan will be extended for the applicable Extension Termsatisfied; (vi) The Borrowers shall execute all such documents and other agreements as Lender shall reasonably request; (vii) The Borrowers shall deliver to Lender an extension of the Cap or a replacement Cap in form substantially the same as the Cap delivered at Closing covering the term of the applicable Extension Term, providing for a cap "strike price" (such "strike price", the "EXTENSION CAP THRESHOLD RATE") not greater than six and one-half percent (6.5%) per annum (it being acknowledged that the Borrowers may purchase an extension or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement under Section 2.5(B)(iii) above) and otherwise satisfying the requirments requirements of Section 2.3 together with an assignment of such replacement Cap substantially in the form of the Assignment of Rate Cap and such Financing Statements and opinions of in-house or outside counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers shall be required to pay any and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender (and by any Servicer and trustee in connection with any Securitization backed in whole or in part by the Loan) in connection with delivery of such extension or replacement Cap and all related documentation and opinions required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers shall be have delivered evidence reasonably satisfactory to Lender that the environmental insurance, including mold coverage, in possession of all material licenses form and permits required for the operation of not less than ninety percent (90%) with coverages in effect as of the hotel rooms located at Closing Date has been renewed through the Properties in substantially end of the same manner as operated at Closingapplicable Extension Term.

Extension Terms. The Borrowers may extend the term of the Loan for three extension terms of one year each (each, an "EXTENSION TERM", and, collectively the "EXTENSION TERMS"); (i) the first Extension Term (the "FIRST EXTENSION TERM") commencing on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary of the Scheduled Maturity Date, (ii) the second Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately following the last day of the First Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the second (2nd) anniversary of the Scheduled Maturity Date and (iii) the third Extension Term (the "THIRD EXTENSION TERM") commencing on the day immediately following the last day of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) The Borrowers shall give Lender notice (an "EXTENSION NOTICE") of their request to extend the term of the Loan for the First Extension Term at any time not later than forty-five (45) days prior to the Scheduled Maturity Date and for the Second Extension Term and the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A8.1(A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Term, no Event of Default shall have occurred and be continuing as of the date the Borrowers deliver the applicable Extension Notice or as of the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (iii) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is at least equal to the Minimum DSCR, and the Debt Yield for the twelve (12) month period ended the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is not less than 13.25%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers shall be entitled to make a principal prepayment of a portion of the Aggregate Outstanding Principal Balance (to be applied in accordance with the terms of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of the Loan and the Mortgage Loan as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commences, the Borrowers shall deliver to Lender an extension fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Loan as of the date the applicable Extension Term commences for each of the Second Extension Term and the Third Extension Term; (v) All of the conditions required to be satisfied for the extension of the Mortgage Loan have been satisfied and the Mortgage Loan will be extended for the applicable Extension Term; (vi) The Borrowers shall execute all such documents and other agreements as Lender shall reasonably request; (vii) The Borrowers shall deliver to Lender an extension of the Cap or a replacement Cap in form substantially the same as the Cap delivered at Closing covering the term of the applicable Extension Term, providing for a cap "strike price" (such "strike priceprice ", the "EXTENSION CAP THRESHOLD RATERATE ") not greater than six and one-half percent (6.5%) per annum (it being acknowledged that the Borrowers may purchase an extension or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement under Section 2.5(B)(iii) above) and otherwise satisfying the requirments requirements of Section 2.3 together with an assignment of such replacement Cap substantially in the form of the Assignment of Rate Cap and such Financing Statements and opinions of counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers shall be required to pay any and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender (and by any Servicer and trustee in connection with any Securitization backed in whole or in part by the Loan) in connection with delivery of such extension or replacement Cap and all related documentation and opinions required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers shall be in possession of all material licenses and permits required for the operation of not less than ninety percent (90%) of the hotel rooms located at the Properties in substantially the same manner as operated at Closing.

Extension Terms. The Borrowers Borrower may extend the term of the Loan for three extension terms of one year each (each, an "EXTENSION TERM", and, collectively the "EXTENSION TERMS"); (i) the first Extension Term (the "FIRST EXTENSION TERM") commencing on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary of the Scheduled Maturity Date, (ii) the second Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately following the last day of the First Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the second (2nd) anniversary of the Scheduled Maturity Date and (iii) the third Extension Term (the "THIRD EXTENSION TERM") commencing on the day immediately following the last day of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) The Borrowers Borrower shall give Lender notice (an "EXTENSION NOTICE") of their request to extend the term of the Loan for the First Extension Term at any time not later than forty-five (45) days prior to the Scheduled Maturity Date and for the Second Extension Term and the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days prior to the Scheduled Maturity Date, the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Term, no No Event of Default shall have occurred and be continuing as of the date the Borrowers deliver Borrower delivers the applicable Extension Notice or as of the expiration first (1st) day of the First applicable Extension Term, or expiration of the Second Extension Term, as the case may be; (iii) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended (x) on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term is at least 1.30:1.0, with respect to the Second Extension Term and (y) on the last day immediately prior to the expiration of the Second Extension Term is at least 1.35:1.0, with respect to the Third Extension Term, and the Debt Yield for the twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is at least equal to the Minimum DSCR, and the Debt Yield for the twelve (12) month period ended the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is not less than 13.2513%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers Borrower shall be entitled to make a principal prepayment of a portion of the Aggregate Outstanding Principal Balance (to be applied in accordance with the terms of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of Aggregate Outstanding Principal Balance (on a pro-rata basis between the Loan and the Mortgage Loan Loan) as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commences, the Borrowers Borrower shall deliver to Lender an extension fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Loan as of the date the applicable Extension Term commences for each of the Second Extension Term and the Third Extension Term; (v) All of the conditions required to be satisfied for the extension of the Mortgage Loan have been satisfied and the Mortgage Loan will be extended for the applicable Extension Term; (vi) The Borrowers Borrower shall execute all such documents and other agreements as Lender shall reasonably request;; and (viivi) The Borrowers Borrower shall deliver to Lender an extension of the Cap or a replacement Cap in form substantially the same as the Cap delivered at Closing covering the term of the applicable Extension Term, providing for a cap "strike price" (such "strike price", the "EXTENSION CAP THRESHOLD RATE") not greater than six and one-half five percent (6.55.0%) per annum (it being acknowledged that the Borrowers may purchase an extension or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement under Section 2.5(B)(iii) above) and otherwise satisfying the requirments requirements of Section 2.3 together with an assignment of such replacement Cap substantially in the form of the Assignment of Rate Cap and such Financing Statements and opinions of in house or outside counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers Borrower shall be required to pay any and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender (and by any Servicer and trustee in connection with any Securitization backed in whole or in part by the Loan) in connection with delivery of such extension or replacement Cap and all related documentation and opinions required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers shall be in possession of all material licenses and permits required for the operation of not less than ninety percent (90%) of the hotel rooms located at the Properties in substantially the same manner as operated at Closing.

Extension Terms. The Borrowers may (a) Subject to the terms and conditions of this Article 29, Tenant shall have the right to extend the term of Term for the Loan Extension Premises (as hereinafter defined) for three two (2) successive extension terms of one year each (each, an "EXTENSION TERM"a “Extension Term;” the “First Extension Term” and the “Second Extension Term”, and, collectively the "EXTENSION TERMS"); respectively) of five (i5) the first years each. The First Extension Term (the "FIRST EXTENSION TERM") commencing shall commence on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary expiration of the Scheduled Maturity Date, (ii) the second Extension Initial Term (the "SECOND EXTENSION TERM"“First Extension Term Commencement Date”) commencing and shall expire on the day immediately following preceding the last day fifth (5th) anniversary of the First Extension Term Commencement Date or such earlier date as this Lease may terminate pursuant to any of the terms and ending (unless sooner terminated in accordance with the Loan Documents) conditions of this Lease. The Second Extension Term shall commence on the second fifth (2nd5th) anniversary of the Scheduled Maturity Date and (iii) the third First Extension Term Commencement Date (the "THIRD EXTENSION TERM") commencing “Second Extension Term Commencement Date”), and shall expire on the day immediately following preceding the last day fifth (5th) anniversary of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary Commencement Date or such earlier date as this Lease may terminate pursuant to any of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) this Lease. The Borrowers shall give Lender notice (an "EXTENSION NOTICE") right of their request Tenant to extend the term Term for each Extension Term shall be subject to, and the respective Extension Term shall commence only if, all of the Loan for following conditions precedent are satisfied: (a) Tenant delivers notice (the “Extension Notice”) to Landlord of Tenant’s exercise of such extension right not earlier than twenty-seven (27) months and not later than eighteen (18) months prior to the First Extension Term at any time not later than forty-five (45) days prior to the Scheduled Maturity Commencement Date and for or the Second Extension Term and Commencement Date, as applicable, (b) at the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days prior to the expiration time of the First Extension Term, or expiration exercise of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Termsuch right, no Event of Default shall have occurred and be continuing as hereunder, and (c) Tenant occupies not less than sixty percent (60%) of the date rentable area of the Borrowers deliver Premises at the applicable time the respective Extension Notice or as is given. Time is of the expiration essence with respect to the giving of each Extension Notice. Upon the giving of each such Extension Notice, the Term of this Lease shall be extended for the respective Extension Term with the same force and effect as if such Extension Term had originally been included in the Term. Each Extension Term shall be upon all of the First Extension Termagreements, or expiration terms, covenants and conditions of this Lease, except that the Fixed Rent shall be determined as provided in Section 29.2, and after the exercise of the option with respect to the Second Extension Term, as Tenant shall have no further right to extend the case may be; Term. Upon the commencement of each respective Extension Term, (iiiA) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended on the last day respective Extension Term shall be added to and become part of the immediately preceding calendar quarter prior Term, (B) any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the respective Extension Term, and (C) the expiration of the First respective Extension TermTerm shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease at any time during the Term shall terminate the foregoing rights of extension of Tenant hereunder. (b) Each extension option shall be exercised, at Tenant’s option, with respect to either (i) the entire Premises then demised under this Lease, or expiration (ii) contiguous complete floors of the Second Extension Term, as the case may be, is at least equal to the Minimum DSCR, and the Debt Yield for the twelve (12) month period ended the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, is Premises containing not less than 13.25%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers shall be entitled to make a principal prepayment of a portion of the Aggregate Outstanding Principal Balance (to be applied in accordance with the terms of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of the Loan and the Mortgage Loan as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commences, the Borrowers shall deliver to Lender an extension fee equal to one quarter of one fifty percent (.2550%) of the outstanding principal balance rentable area of the Loan as Premises, which are either the highest contiguous complete floors then constituting part of the date Premises or the applicable Extension Term commences for each lowest contiguous complete floors then constituting part of the Second Premises. Tenant shall specify in the Extension Term Notice the portion of the Premises to be included in the Extension Premises and the Third Extension Term;Surrender Space (as hereinafter defined); provided, however, if Tenant does not identify the Extension Surrender Space in the Extension Notice, then Tenant will be considered to have elected to have extended the Term of this Lease for the entire Premises then demised under this Lease. The portion of the Premises as to which Tenant exercises the extension option pursuant to clause (i) or (ii) above is referred to herein as the “Extension Premises”, and the portion of the Premises as to which Tenant does not exercise the extension option pursuant to clause (ii) above (together with a proportionate share of the Rooftop Areas, and the areas on the first floor and lower level of the Building used for storage and waste storage and removal) is referred to herein as the “Extension Surrender Space.” (vc) All of the conditions required to be satisfied for the extension of the Mortgage Loan have been satisfied and the Mortgage Loan will be extended for the applicable Extension Term; (vi) The Borrowers shall execute all such documents and other agreements as Lender shall reasonably request; (vii) The Borrowers shall deliver to Lender If Tenant exercises an extension of option for less than the Cap or a replacement Cap in form substantially entire Premises, then on the same as date immediately preceding the Cap delivered at Closing covering the term first day of the applicable Extension Term, providing for a cap "strike price" (such "strike price"Tenant shall surrender to Landlord possession of the Extension Surrender Space, the "EXTENSION CAP THRESHOLD RATE") not greater than six free and one-half percent (6.5%) per annum (it being acknowledged that the Borrowers may purchase an extension clear of all occupants, vacant and free of any lien or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement encumbrance created by Tenant or persons claiming by, through or under Section 2.5(B)(iii) above) Tenant, and otherwise satisfying the requirments of Section 2.3 together with an assignment of such replacement Cap substantially in the form condition required in accordance with the provisions of the Assignment of Rate Cap and such Financing Statements and opinions of counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers shall be required to pay any and all reasonable out-of-pocket costs and expenses (this Lease, including, without limitation, reasonable attorneys' fees Section 5.3 and disbursements) incurred by Lender Section 18.3. On the date immediately preceding the first day of the Extension Term (such date, the “Extension Surrender Date”), Tenant’s lease of the Extension Surrender Space shall end and by any Servicer expire, and trustee Tenant’s estate in connection and possession of the Extension Surrender Space shall terminate and be extinguished as if the Extension Surrender Date was the Expiration Date with any Securitization backed in whole or in part by respect thereto. Effective as of the Loan) in connection with delivery Extension Surrender Date, the Fixed Rent, Tenant’s Proportionate Share, all other amounts payable under this Lease which are calculated based on the area of the Premises, and the number of Garage Parking Passes and Offsite Parking Passes provided to Tenant, each shall be adjusted to reflect the removal of such extension or replacement Cap and all related documentation and opinions Extension Surrender Premises from the Premises. If Xxxxxx fails to surrender to Landlord possession of the Extension Surrender Space on the Extension Surrender Date in the condition required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers hereunder, then Tenant shall be in possession holdover in the Extension Surrender Space and Landlord shall have the right to exercise any of all material licenses Landlord’s rights and permits required for the operation remedies at law and in equity (including, pursuant to Section 18.3 of not less than ninety percent (90%this Lease) of the hotel rooms located at the Properties in substantially the same manner as operated at Closingon account thereof.

Extension Terms. The Borrowers (a) Provided that the following conditions (the “Extension Conditions”), any or all of which may extend the term of the Loan for three extension terms of one year each (eachbe waived by Landlord in its sole discretion, an "EXTENSION TERM", and, collectively the "EXTENSION TERMS"); are satisfied: (i) Tenant, an Affiliated Entity (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying at least seventy-five percent (75%) of the first Premises; and (ii) there is no Event of Default (1) as of the date of an Extension Notice (hereinafter defined), and (2) at the commencement of an Extension Term (hereinafter defined), Tenant shall have the "FIRST EXTENSION TERM") commencing on the day immediately following the Scheduled Maturity Date and ending (unless sooner terminated in accordance with the Loan Documents) on the first (1st) anniversary of the Scheduled Maturity Date, (ii) the second Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately following the last day of the First Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the second (2nd) anniversary of the Scheduled Maturity Date and (iii) the third Extension Term (the "THIRD EXTENSION TERM") commencing on the day immediately following the last day of the Second Extension Term and ending (unless sooner terminated in accordance with the Loan Documents) on the third (3rd) anniversary of the Scheduled Maturity Date; subject to the following terms and conditions, provided that subsections (iii) and (iv) shall not be conditions to the exercise of the First Extension Term: (i) The Borrowers shall give Lender notice (an "EXTENSION NOTICE") of their request option to extend the term Initial Term for two (2) additional consecutive terms of five (5) years each (each individually, an “Extension Term”, and collectively, the “Extension Terms”), commencing as of the Loan for expiration of the First Initial Term. Tenant must exercise each option to extend, if at all, by giving Landlord written notice (the “Extension Term at any time Notice”) not earlier than fifteen (15) months and no later than forty-five twelve (4512) days prior to the Scheduled Maturity Date and for the Second Extension Term and the Third Extension Term, at least forty-five (45) days but not more than one hundred twenty (120) days months prior to the expiration of the First Extension Term, Initial Term or expiration of the Second Extension Term, as the case may be; (ii) With respect to the First Extension Term, (x) no Event of Default under Sections 8.1 (A) or (B) shall have occurred and be continuing and (y) all Pre-Petition Tax Liabilities then due and payable have been paid, as of the first (1st) day of the First Extension Term, and, with respect to the Second Extension Term and the Third Extension Term, no Event of Default shall have occurred and be continuing as of the date the Borrowers deliver the applicable Extension Notice or as of the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be; (iii) The Debt Service Coverage Ratio for the trailing twelve (12) month period ended on the last day of the immediately preceding calendar quarter prior to the expiration of the First Extension Term, or expiration of the Second Extension Term, as the case may be, time being of the essence in each instance. Notwithstanding the foregoing, Landlord may nullify Tenant’s exercise of its option to extend the Term by written notice to Tenant (the “Nullification Notice”) if (A) on the date Landlord receives the Extension Notice, there is at least equal an event which, with the passage of time and/or the giving of notice, would constitute an Event of Default hereunder and (B) Tenant fails to cure such default within the Minimum DSCR, applicable cure period set forth in Section 20.1 after receipt of the Nullification Notice. Upon the satisfaction of the Extension Conditions and the Debt Yield timely giving of the Extension Notice without a subsequent nullification by Landlord, the Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during the each of the Extension Terms shall be calculated in accordance with this Section 1.2. If Tenant fails to give a timely Extension Notice, as aforesaid, Tenant shall have no further right to extend the Initial Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Initial Term shall be self-executing, Tenant shall promptly execute a lease amendment reflecting such Extension Term after Tenant validly exercises its option, if such lease amendment is provided by Landlord. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the first Rent Year of the each of the Extension Terms (the “Extension Term RY1 Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term RY1 Base Rent shall be the greater of (i) one hundred three percent (103%) of Base Rent for the twelve (12) month period ended the last day Rent Year of the immediately preceding calendar quarter prior to Initial Term or the expiration of the First Extension Term, or expiration of the Second first Extension Term, as applicable, or (ii) the case may be, is not less than 13.25%; provided however, if the Debt Service Coverage Ratio and/or the Debt Yield fail to satisfy such requirements, the Borrowers shall be entitled to make a principal prepayment of a portion fair market rental value of the Aggregate Outstanding Principal Balance (to be applied Premises as of the commencement of the applicable Extension Term as determined in accordance with the terms process described below, for renewals of combination laboratory and office space in the East Cambridge/ Cambridgeport area of equivalent quality, size, utility and location, with the length of the Mortgage Loan Cash Management Agreement or the Cash Management Agreement, as applicable), on the then current Maturity Date in an amount, as reasonably determined by Lender, sufficient to cause the Debt Service Coverage Ratio and/or the Debt Yield, as applicable, to satisfy such requirements based upon a recalculation thereof assuming that the prepayment amount were applied to reduce the principal amount of the Loan and the Mortgage Loan as of the last day of the immediately preceding calendar quarter (and provided that the Prepayment Consideration shall be payable in connection with such prepayment); (iv) Prior to the date the applicable Extension Term commencesTerm, the Borrowers credit standing of Tenant and all other relevant factors to be taken into account. Within thirty (30) days after receipt of an Extension Notice, Landlord shall deliver to Lender an extension fee equal to one quarter Tenant written notice of one percent (.25%) its determination of the outstanding principal balance of the Loan as of the date the applicable Extension Term commences for each of the Second Extension Term and the Third Extension Term; (v) All of the conditions required to be satisfied for the extension of the Mortgage Loan have been satisfied and the Mortgage Loan will be extended RY1 Base Rent for the applicable Extension Term; . Tenant shall, within thirty (vi30) The Borrowers shall execute all days after receipt of such documents and other agreements as Lender shall reasonably request; (vii) The Borrowers shall deliver to Lender an extension notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Cap or a replacement Cap in form substantially the same as the Cap delivered at Closing covering the term of the applicable Extension Term, providing for a cap "strike price" (such "strike price", the "EXTENSION CAP THRESHOLD RATE") not greater than six and one-half percent (6.5%) per annum (it being acknowledged that the Borrowers may purchase an extension or replacement Cap for the applicable Extension Term with an Extension Cap Threshold Rate lower than such rate in order to satisfy the Debt Service Coverage Ratio requirement under Section 2.5(B)(iii) above) and otherwise satisfying the requirments of Section 2.3 together with an assignment of such replacement Cap substantially in the form of the Assignment of Rate Cap and such Financing Statements and opinions of counsel to the Cap Provider as Lender may reasonably require each in form and substance reasonably acceptable to Lender. The Borrowers shall be required to pay any and all reasonable out-of-pocket costs and expenses RY1 Base Rent (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender (and by any Servicer and trustee in connection with any Securitization backed in whole or in part by the Loan) in connection with delivery of such extension or replacement Cap and all related documentation and opinions required above; and (viii) The Mortgage Borrowers and the Jekyll Island Borrowers shall be in possession of all material licenses and permits required for the operation of not less than ninety percent (90%) of the hotel rooms located at the Properties in substantially the same manner as operated at Closing.“