Second Extension Term. 20.1 Provided the Lease is then in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, Tenant shall have the option to extend this Lease and the Lease Term for a second extended term (the "Second Extension Term") of five (5) years commencing on the date next following the last day of the First Extension Term and ending, unless sooner terminated pursuant to the terms, covenants or conditions of the Lease or pursuant to law, on the day immediately preceding the fifth (5th) anniversary of the commencement date of the Second Extension Term, such option to be exercisable only by written notice given by Tenant to Landlord at least nine (9) months prior to the expiration of the First Extension Term. 20.2 If Tenant exercises such option in accordance with the provisions and limitations of this Article, this Lease and the Lease Term shall be extended for such term upon all of the then applicable terms, covenants and conditions contained in this Lease, except that the Base Rent for the entire Second Extension Term shall be at an annual rate determined as set forth below, it being understood that Base Rent shall be payable in equal monthly installments, in advance, just as in the case of the Original Lease Term. The Base Rent for the Extension Term shall be at the greater of (i) the Base Rent at the end of the First Extension Term or (ii) ninety-five percent (95%) of the then fair rental value for the Leased Premises for the Second Extension Term, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes ninety-five percent (95%) of the fair rental value to be, indicating the Base Rent to be charged for the Second Extension Term, such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Second Extension Term. If Tenant disagrees with Landlord's designation and if the parties are otherwise unable to agree upon ninety-five percent (95%) of the fair rental value of the Leased Premises for the Extension Term, then Tenant may initiate the following arbitration process to determine ninety-five percent (95%) of fair rental value ("Market Rent") by sending written notice thereof to Landlord within thirty (30) days after receipt of Landlord's written designation as to Market Rent. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be conclusive. In order to be effective Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an appraiser on its behalf. Within fourteen (14) days after the designation of Tenant's appraiser, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an appraiser on its behalf. If Landlord fails to notify Tenant of the appointment of its appraiser within the time above specified, then the appointment of the second appraiser shall be made in the same manner as hereinafter provided for the appointment of a third appraiser in a case where two appraisers are appointed hereunder and the parties are unable to agree upon such appointment. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed, and if, within fifteen (15) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination, they shall together appoint a third appraiser. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon with a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by or for such party, and the fees and expenses of the third appraiser and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. If a third appraiser is chosen as provided above, then such the three appraisers shall collectively determine the Market Rent as provided in the last paragraph of this Section and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third appraiser if such third appraiser is appointed pursuant to this Section. Each of the appraisers selected as herein provided shall be real estate brokers or appraisers and have at least ten (10) years experience in the leasing and renting of office space in first class office buildings in Middlesex County. In addition, the third appraiser (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. Each of the three appraisers shall indicate his view of ninety-five percent (95%) of the fair rental value. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be ninety-five percent (95%) of the fair rental value for purposes of this paragraph. If the middle number is equidistant from the two other numbers, the middle number shall be deemed to be ninety-five percent (95%) of the fair rental value for the purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the appraisers of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option. 20.3 Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any notice exercising such option after the expiration of the applicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be void and of no force or effect.
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Second Extension Term. 20.1 Provided the Lease is then in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, Tenant (A) Second Extension Term. Lessee shall have the option right to extend this Lease and the Lease Term for a second extended all of the Demised Premises for one (1) additional extension term (the "Second Extension Term") of five (5) years commencing (the “Second Extension Term,” and with the option hereunder referred to as the “Second Extension Option”). The Second Extension Term, if exercised, shall commence on November 1, 2015 (the date next following “Second Extension Term Commencement Date”) and expire on October 31, 2020, unless the last day Second Extension Term shall sooner terminate pursuant to any of the First terms of the Lease (as amended hereby) or otherwise. The Second Extension Term and endingshall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, unless sooner terminated pursuant to 2014 nor later than August 1, 2014. The Second Extension Term shall be upon all of the agreements, terms, covenants or and conditions of the Lease or pursuant (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to lawconsist of 39,624 rentable square feet (i.e., on as re-measured under BOMA), and (z) Lessee shall have no further right to extend the day immediately preceding Lease Term beyond the fifth (5th) anniversary of Second Extension Term. Upon the commencement date of the Second Extension Term, such option any reference to the “Lease Term,” the “term of this Lease” or any similar expression shall be exercisable only by written notice given by Tenant deemed to Landlord at least nine (9) months prior to include the Second Extension Term and the expiration of the First Second Extension Term.
20.2 If Tenant exercises such option in accordance with Term shall become the provisions and limitations expiration date of this Articlethe Lease. Any termination, this cancellation or surrender of the entire interest of Lessee under the Lease and (as amended hereby) at any time during the Lease Term shall be extended for such term upon all terminate any right of the then applicable terms, covenants and conditions contained in this Lease, except that the Base Rent for the entire Second Extension Term shall be at an annual rate determined as set forth below, it being understood that Base Rent shall be payable in equal monthly installments, in advance, just as in the case extension of the Original Lease Term. The Base Rent for the Extension Term shall be at the greater of (i) the Base Rent at the end of the First Extension Term or (ii) ninety-five percent (95%) of the then fair rental value for the Leased Premises for the Second Extension Term, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes ninety-five percent (95%) of the fair rental value to be, indicating the Base Rent to be charged for the Second Extension Term, such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Second Extension Term. If Tenant disagrees with Landlord's designation and if the parties are otherwise unable to agree upon ninety-five percent (95%) of the fair rental value of the Leased Premises for the Extension Term, then Tenant may initiate the following arbitration process to determine ninety-five percent (95%) of fair rental value ("Market Rent") by sending written notice thereof to Landlord within thirty (30) days after receipt of Landlord's written designation as to Market Rent. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be conclusive. In order to be effective Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an appraiser on its behalf. Within fourteen (14) days after the designation of Tenant's appraiser, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an appraiser on its behalf. If Landlord fails to notify Tenant of the appointment of its appraiser within the time above specified, then the appointment of the second appraiser shall be made in the same manner as hereinafter provided for the appointment of a third appraiser in a case where two appraisers are appointed hereunder and the parties are unable to agree upon such appointment. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed, and if, within fifteen (15) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination, they shall together appoint a third appraiser. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon with a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by or for such party, and the fees and expenses of the third appraiser and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. If a third appraiser is chosen as provided above, then such the three appraisers shall collectively determine the Market Rent as provided in the last paragraph of this Section and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third appraiser if such third appraiser is appointed pursuant to this Section. Each of the appraisers selected as herein provided shall be real estate brokers or appraisers and have at least ten (10) years experience in the leasing and renting of office space in first class office buildings in Middlesex County. In addition, the third appraiser (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. Each of the three appraisers shall indicate his view of ninety-five percent (95%) of the fair rental value. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be ninety-five percent (95%) of the fair rental value for purposes of this paragraph. If the middle number is equidistant from the two other numbers, the middle number shall be deemed to be ninety-five percent (95%) of the fair rental value for the purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the appraisers of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension optionLessee hereunder.
20.3 Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any notice exercising such option after the expiration of the applicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be void and of no force or effect.
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Sources: Lease (Cra International, Inc.)
Second Extension Term. 20.1 Provided Borrowers’ option to extend the Lease is Maturity Date for the Second Extension Term shall be subject to the following conditions being satisfied by Borrowers at their sole expense to the satisfaction of Administrative Agent and the Required Lenders:
(a) Borrowers shall have delivered to Administrative Agent a written notice of Borrowers’ election to so extend the Maturity Date no later than thirty (30) days, but no earlier than ninety (90) days, prior to the last day of the First Extension Term;
(b) No Default shall have occurred and then be continuing as of (i) the date of Borrowers’ notice of election to extend the Maturity Date or (ii) the last day of the First Extension Term;
(c) The Marriott Agreements (other than any that shall have expired by its terms or been terminated in accordance with this Agreement) shall be in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any as of the termslast day of the First Extension Term, covenants or conditions of this Lease on Tenant's part and Hotel Owner and Operating Lessee shall certify to be observed or performed, Tenant Administrative Agent that neither is in default under the Marriott Agreements;
(d) Borrowers shall have delivered to Administrative Agent an estoppel certificate from the option Condominium Association certifying to extend this Lease Administrative Agent if permitted under the Condominium Documents, or if not, to Borrowers, that Borrowers and Operating Lessee are current in all Common Charges and no other sums are outstanding from Borrowers to the Lease Term for a second extended term Condominium Association;
(e) All representations and warranties made by Borrowers, Operating Lessee and Guarantor in the "Second Extension Term"Loan Documents (and any certificate, document or financial or any other statement furnished pursuant to or in connection therewith) shall be true and correct in all material respects on and as of five (5) years commencing on the date next following the last day of the First Extension Term with the same force and endingeffect as if made on and as of such date (or if not, unless sooner terminated no such failure shall be on account of facts that constitute or have a Material Adverse Effect or that constitute a Default;
(f) The Extension Term Debt Service Coverage Ratio shall not be less than 1.25 to 1.0; provided, however, Borrowers shall be deemed to have satisfied the condition in this clause if, on or prior to the Initial Maturity Date, Borrowers (i) make a prepayment of the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause the Extension Term Debt Service Coverage Ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not less than 1.25 to 1.0 and (ii) pay all sums, and takes all other actions, required pursuant to the terms, covenants or conditions Section 1.8(c) in connection with such prepayment;
(g) The ratio of the Lease outstanding principal amount of the Loan as of the last day of the First Extension Term giving effect to the “as-is” appraised value of the Property set forth in the then-most recent Appraisal (performed by an independent appraiser engaged directly by Administrative Agent) shall be no greater than 0.5 to 1.0; provided, however, Borrowers shall be deemed to have satisfied the condition in this clause if, on or prior to the last day of the First Extension Term, Borrowers (i) makes a prepayment of the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause said ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not less than 0.5 to 1.0 and (ii) pay all sums, and takes all other actions, required pursuant to law, on Section 1.8(c) in connection with such prepayment;
(h) If any PIP Letter of Credit remains outstanding and is not an evergreen letter of credit (provided that the termination date of such evergreen letter of credit is at least thirty (30) days after the last day immediately preceding the fifth (5th) anniversary of the commencement First Extension Term), Borrowers shall have delivered to Administrative Agent an amendment to such PIP Letter of Credit in form and content acceptable to Administrative Agent extending the term thereof to a date that is thirty (30) days after the last day of the Second Extension Term;
(i) At the option of Administrative Agent, Borrowers shall, in connection with the extension of the Maturity Date, Borrowers shall, on or before the last day of the First Extension Term, (i) obtain an Interest Rate Protection Agreement that complies with the terms and conditions of Exhibit “J” and is entered into with (y) Administrative Agent (or its affiliate) or (z) another Counterparty which meets the Minimum Counterparty Credit Rating, and (ii) deliver to Administrative Agent an Assignment of Interest Rate Protection Agreement (in the form attached to such option Exhibit “J”) and a legal opinion, in form and substance reasonably satisfactory to Administrative Agent, governing the due authorization, execution, delivery and enforceability of such Assignment of Interest Rate Protection Agreement with respect to the Counterparty; provided, however that, where Administrative Agent is the Counterparty, no opinion regarding the due authorization, execution and delivery by Counterparty shall be exercisable only by written notice given by Tenant required;
(j) Borrowers shall have paid the Extension Fee to Landlord at least nine (9) months Administrative Agent for the benefit of Lenders on or prior to the expiration last day of the First Extension Term;
(k) On the Initial Maturity Date, Borrowers shall have delivered to Administrative Agent a certificate of a duly authorized officer of Borrowers, reasonably satisfactory to Administrative Agent, certifying as to the matters set forth in the foregoing clauses (a) through (j), certificates of duly authorized officers of Operating Lessee and Guarantor certifying as to their representations and warranties as provided in the foregoing clause (e) and any other certificates, instruments and other documents reasonably required by Administrative Agent to evidence satisfaction of the conditions in this Section 1.17.2; and
(l) Borrowers shall have paid to Administrative Agent all reasonable costs and expenses incurred by Administrative Agent and Lenders in connection with such extension on or prior to the last day of the First Extension Term.
20.2 If Tenant exercises such option in accordance with the provisions and limitations of this Article, this Lease and the Lease Term shall be extended for such term upon all of the then applicable terms, covenants and conditions contained in this Lease, except that the Base Rent for the entire Second Extension Term shall be at an annual rate determined as set forth below, it being understood that Base Rent shall be payable in equal monthly installments, in advance, just as in the case of the Original Lease Term. The Base Rent for the Extension Term shall be at the greater of (i) the Base Rent at the end of the First Extension Term or (ii) ninety-five percent (95%) of the then fair rental value for the Leased Premises for the Second Extension Term, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes ninety-five percent (95%) of the fair rental value to be, indicating the Base Rent to be charged for the Second Extension Term, such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Second Extension Term. If Tenant disagrees with Landlord's designation and if the parties are otherwise unable to agree upon ninety-five percent (95%) of the fair rental value of the Leased Premises for the Extension Term, then Tenant may initiate the following arbitration process to determine ninety-five percent (95%) of fair rental value ("Market Rent") by sending written notice thereof to Landlord within thirty (30) days after receipt of Landlord's written designation as to Market Rent. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be conclusive. In order to be effective Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an appraiser on its behalf. Within fourteen (14) days after the designation of Tenant's appraiser, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an appraiser on its behalf. If Landlord fails to notify Tenant of the appointment of its appraiser within the time above specified, then the appointment of the second appraiser shall be made in the same manner as hereinafter provided for the appointment of a third appraiser in a case where two appraisers are appointed hereunder and the parties are unable to agree upon such appointment. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed, and if, within fifteen (15) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination, they shall together appoint a third appraiser. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon with a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by or for such party, and the fees and expenses of the third appraiser and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. If a third appraiser is chosen as provided above, then such the three appraisers shall collectively determine the Market Rent as provided in the last paragraph of this Section and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third appraiser if such third appraiser is appointed pursuant to this Section. Each of the appraisers selected as herein provided shall be real estate brokers or appraisers and have at least ten (10) years experience in the leasing and renting of office space in first class office buildings in Middlesex County. In addition, the third appraiser (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. Each of the three appraisers shall indicate his view of ninety-five percent (95%) of the fair rental value. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be ninety-five percent (95%) of the fair rental value for purposes of this paragraph. If the middle number is equidistant from the two other numbers, the middle number shall be deemed to be ninety-five percent (95%) of the fair rental value for the purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the appraisers of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option.
20.3 Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any notice exercising such option after the expiration of the applicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be void and of no force or effect.
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