Common use of Long Term Extension Clause in Contracts

Long Term Extension. The parties hereto acknowledge and agree that the Short Term Extension is being granted in anticipation of negotiations over a possible two (2) year extension (the “Long Term Extension”), which Long Term Extension would be conditioned upon, among other things, all of the following: a. The execution and delivery by Seller and Buyer, prior to the expiration of the Short Term Extension Period, of a definitive extension agreement, in form and substance acceptable to Seller and Buyer in their sole and absolute discretion; b. The payment by Seller to Buyer and Citi of approximately $130 million (which would be reduced by the other payments made under this Extension Agreement and the Citi Extension Agreement), a portion of which would be applied towards the costs set forth in paragraph (c) below and in the Citi Extension Agreement, and the remaining portion of which would be applied in reduction of the principal of the Repurchase Price under the Repurchase Agreement and the Repurchase Price (as defined in the Citi Repurchase Agreement) under the Citi Repurchase Agreement; provided that upon agreement of the parties hereunder and under the Citi Extension Agreement no more than $15 million of such $130 million may be deferred for up to 90 days from the commencement of the Long Term Extension; and c. Buyer and Seller shall have reached agreement with respect to the payment of all unpaid fees and expenses of Buyer and Citi (including, without limitation, fees and expenses of professionals) in connection with the Senior Mezzanine Loan, the Senior Loan and the Junior Mezzanine Loan (including, without limitation, any fees and expenses that were accrued prior to the commencement of the Short Term Extension Period but were not included on Schedule A).

Long Term Extension. The parties hereto acknowledge and agree that the Short Term Extension is being granted in anticipation of negotiations over a possible two (2) year extension (the “Long Term Extension”), which Long Term Extension would be conditioned upon, among other things, all of the following: a. The execution and delivery by Seller and Buyer, prior to the expiration of the Short Term Extension Period, of a definitive extension agreement, in form and substance acceptable to Seller and Buyer in their sole and absolute discretion; b. The payment by Seller to Buyer and Citi GSMC of approximately $130 million (which would be reduced by the other payments made under this Extension Agreement and the Citi GSMC Extension Agreement), a portion of which would be applied towards the costs set forth in paragraph (c) below and in the Citi GSMC Extension Agreement, and the remaining portion of which would be applied in reduction of the principal of the Repurchase Price under the Repurchase Agreement and the Repurchase Price (as defined in the Citi GSMC Repurchase Agreement) under the Citi GSMC Repurchase Agreement; provided that upon agreement of the parties hereunder and under the Citi GSMC Extension Agreement no more than $15 million of such $130 million may be deferred for up to 90 days from the commencement of the Long Term Extension; and c. Buyer and Seller shall have reached agreement with respect to the payment of all unpaid fees and expenses of Buyer and Citi GSMC (including, without limitation, fees and expenses of professionals) in connection with the Senior Mezzanine Loan, the Senior Loan and the Junior Mezzanine Loan (including, without limitation, any fees and expenses that were accrued prior to the commencement of the Short Term Extension Period but were not included on Schedule A).