Common use of First Extension Option Clause in Contracts

First Extension Option. Borrower shall have the right to extend the Initial Maturity Date to the First Extended Maturity Date (the “First Extension Option”; and the period commencing on the Initial Maturity Date and ending on the First Extended Maturity Date being referred to herein as the “First Extension Term”), provided that all of the following requirements are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Date advising that Borrower is exercising the First Extension Option; (b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the First Extension Option and as of the commencement date of the First Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain, deliver and assign the benefit thereof to Lender not later than one (1) Business Day immediately preceding the first day of the First Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the "Quintiles Space") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent); provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the Initial Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations); (g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and (h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply: (i) Borrower shall pay to Lender on the Initial Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan; (ii) the Applicable Interest Rate for the First Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate; (iii) all Excess Cash Flow during the First Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and (iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.

First Extension Option. Borrower Tenant shall have the right option to extend the Initial Maturity Date to the First Extended Maturity Date this Lease (the “"First Extension Option”; and ") for one additional term of five (5) years (the period commencing on the Initial Maturity Date and ending on the First Extended Maturity Date being referred to herein as the “"First Extension Term”Period"), provided that all of upon the following requirements are satisfiedterms and conditions hereinafter set forth: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Date advising that Borrower is exercising the First Extension Option; (b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises If the First Extension Option and is exercised, then the Basic Annual Rent per annum for such First Extension Period (the "First Option Rent") shall be equal to 95% of the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement date of the First Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain, deliver and assign the benefit thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Option for such First Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the "Quintiles Space") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent)Period; provided, however, that the foregoing condition set forth First Option Rent shall in this clause (e)(ii) (but not clause (e)(i)) shall no event be deemed satisfied if, as of less than the Initial Maturity Date, Basic Annual Rent scheduled to be paid during the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations); (g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and (h) In the event that the Additional Extension Conditions have not been satisfied year immediately prior to the Initial Maturity Datecommencement of the First Extension Period. (b) The First Extension Option must be exercised by Tenant, if at all, only at the following additional terms time and conditions shall apply:in the manner provided in this subsection 41.1(b). (i) Borrower shall pay If Tenant wishes to Lender exercise the First Extension Option, Tenant must, on or before the Initial Maturity Date, an extension fee equal to three-eighths of one percent date occurring six (0.375%6) months before the expiration of the Outstanding Principal Balance Second Extension Term (but not before the date that is nine (9) months before the expiration of the Loan;Second Extension Term), exercise the First Extension Option by delivering written notice (the "First Exercise Notice") to Landlord. If Tenant timely and properly exercises its First Extension Option, the Lease Term shall be extended for the First Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the rent for the First Extension Period shall be as provided in subsection 41.1(a) and Tenant shall have no further options to extend the Lease Term except for the Second Extension Option. (ii) the Applicable Interest Rate for If Tenant fails to deliver a timely First Exercise Notice, Tenant shall be considered to have elected not to exercise the First Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;Option. (iiic) all Excess Cash Flow during It is understood and agreed that the First Extension Term shall be applied Option hereby granted is personal to pay Tenant and is not transferable except in connection with a Permitted Assignment. In the Outstanding Principal Balance event of any assignment of the Loan in accordance with Lease (other than a Permitted Assignment) or subletting (other than a Permitted Sublease) of the provisions of Section 2.6.4(b)(viii); andPremises or any part thereof, the First Extension Option shall automatically terminate and shall thereafter be null and void. (ivd) Tenant's exercise of the Vacant Space Master Lease shall First Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in full force and effect and shall demise the Alaris Space to event that a Default by Tenant remains uncured at the Operating Partnership in accordance with time of delivery of the terms and conditions First Exercise Notice or at the commencement of Sections 3.1.19(a) and (b) hereofthe First Extension Period.

First Extension Option. Borrower shall have the right to extend the Initial Maturity Date to the First Extended Maturity Date (the “First Extension Option”; and the period commencing on the Initial Maturity Date and ending on the First Extended Maturity Date being referred to herein as the “First Extension Term”), provided that all of the following requirements are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Date advising that Borrower is exercising the First Extension Option; (b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the First Extension Option and as of the commencement date of the First Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain, deliver and assign the benefit thereof to Lender not later than one (1) Business Day immediately preceding the first day of the First Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the "Quintiles Space") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent); provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the Initial Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations);; and (gf) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and (h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply: (i) Borrower shall pay to Lender on the Initial Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan; (ii) the Applicable Interest Rate for the First Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate; (iii) all Excess Cash Flow during the First Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and (iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.

First Extension Option. Borrower shall have the right to extend the Initial Maturity Date to the First Extended Maturity Date (the “First Extension Option”; and the period commencing on the Initial Maturity Date and ending on the First Extended Maturity Date being referred to herein as the “First Extension Term”), provided that all of the following requirements are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Date advising that Borrower is exercising the First Extension Option; (b) No Default, Mortgage Loan Mezzanine Default, Event of Default or Mortgage Loan Mezzanine Event of Default exists as of the date Borrower exercises the First Extension Option and as of the commencement date of the First Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain, deliver and assign the benefit thereof to Lender not later than one (1) Business Day immediately preceding the first day of the First Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Mezzanine Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Mezzanine Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the "Quintiles Space") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent); provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the Initial Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations);; and (gf) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and (h) In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply: (i) Borrower shall pay to Lender on the Initial Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan; (ii) the Applicable Interest Rate for the First Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate; (iii) all Excess Cash Flow during the First Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and (iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.

First Extension Option. Borrower shall have (i) The Company may, by notice to the right Facility Agent no earlier than 60 days and no later than 30 days prior to extend the Initial Maturity first anniversary of the date of the Agreement (the date of the Facility Agent’s receipt of the notice being the “First Extension Notice Date”), request that the Lenders consent to the extension of the Termination Date to the fifth anniversary of the date of the Agreement (the “First Extended Maturity Date Termination Date”) (the “First Extension Option”; and the period commencing on the Initial Maturity Date and ending on ). (ii) Each Lender shall, no later than 15 days after the First Extended Maturity Extension Notice Date being referred to herein as (the “First Extension TermConsent Period”), provided that all ) confirm to the Company and the Facility Agent whether it consents to the extension of the following requirements are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Termination Date advising that Borrower is exercising the First Extension Option; (b) No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the First Extension Option and as of the commencement date of the First Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Termination Date. (iii) If a Lender (a “First Extension Consenting Lender”) notifies the Facility Agent that it consents to the extension of the Termination Date to the First Extended Termination Date, Borrower shall obtainthe Termination Date shall, deliver and assign in respect of that First Extension Consenting Lender, be the benefit thereof First Extended Termination Date. (iv) If a Lender (a “First Extension Non-Consenting Lender”) fails to Lender not later than one respond to the Company within the First Extension Consent Period (1) Business Day immediately preceding the first date following the last day of the First Extension TermConsent Period being the “First Extension Rejection Date”) or notifies the Facility Agent (such notification being the “First Rejection Notice”) that it does not consent to the extension of the Termination Date to the First Extended Termination Date, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement the Commitments of that First Extension Non-Consenting Lender (the “First Extension Relevant Commitments”) shall (i) be effective commencing offered by the Facility Agent to each First Extension Consenting Lender pro rata no later than on the first Business Day following the earlier of: (A) the date the Facility Agent confirms receipt of the First Rejection Notice; (B) the last day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date; (d) Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement; (e) Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the "Quintiles Space") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent); provided, however, that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the Initial Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0; (f) Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations); (g) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expensesConsent Period; and (hC) In the event First Extension Rejection Date (the date of such offer being the “First Extension Relevant Commitments Offer Date”). (v) If a First Extension Consenting Lender notifies the Facility Agent and the Company no later than five Business Days after the First Extension Relevant Commitments Offer Date that the Additional it agrees to assume First Extension Conditions have not been satisfied prior Relevant Commitments, those First Extension Relevant Commitments shall be transferred in accordance with Clause 24 (Changes to the Initial Maturity Date, Lenders) at par value by the following additional terms and conditions shall apply: (i) Borrower shall pay First Extension Non-Consenting Lender to the relevant First Extension Consenting Lender no later than on the Initial Maturity Termination Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;. (iivi) Following the Applicable Interest Rate for expiry of the First Extension Term Consent Period, the Facility Agent shall be promptly notify (the greater “First Extension Notification”) the Company and each First Extension Consenting Lender of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or identities of those Lenders that have agreed to extend the Minimum Extension Interest Rate; (iii) all Excess Cash Flow during the Initial Termination Date and those Lenders that are First Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii); and (iv) the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereofNon-Consenting Lenders.